China Development Bank Corporation Foreign Exchange Facility Contract

ලΩۜġ 1510201301100000242ۦ Contract NO.: 1510201301100000242

ပຫ٤ഓךڂࢗ֟࿟໻ޥ ڳ ල ۦ ෳ ݘ Ӟ ࣛ China Development Bank Corporation

Foreign Exchange Facility Contract

ပຫ٤ךڂޝڳ੠ыġYongye International Inc.ďစྜંົ

ഓĐොೇకᆇົં Name of Project: Financing for Going Private Acquisition of Yongye International Inc. ပຫ٤ޝڳ࠙ ࣛ ఆġYongye International Limitedďစྜ

ഓĐ Borrower: Yongye International Limited ပຫ٤ഓךڂࢗ֟࿟໻ޥڳӞ ࣛ ఆġ Lender: China Development Bank Corporation

උೇஆ۝ۤ܋ڳලဎྻຏֺْဟ 2013 ભ 9 ၥ23ఐၽᄯۦ· Ոġ This contract (the “Contract”) is entered into by and between the following parties on 23 September, 2013 in Hohhot, China.

ပຫ٤ഓĐޝڳ࠙ ࣛ ఆġġ Yongye International Limitedďစྜ Borrower: Yongye International Limited ᅞ ൎġ Harbour Place 103 South Church Street, P.O.Box 2582 Grand Cayman KY1-1103, Cayman Islands Domicile: Harbour Place 103 South Church Street, P.O.Box 2582 Grand Cayman KY1-1103, Cayman Islands Ռ ಹġ ๑ᆐಃ Director: Mr. Wu Zishen ဏჿΩ৲ġKY1-1103 Zip Code: KY1-1103 Ԩ ܥġ+86 10 8232-8866 Telephone Number: +86 10 8232-8866 Ҏ ყġ+86 10 8231-1797 Fax Number: +86 10 8231-1797

ပຫ٤ഓךڂࢗ֟࿟໻ޥڳӞ ࣛ ఆġ

Lender: China Development Bank Corporation

ۜ ᅞ ൎġͺ࠸ೇ๦ь௕ؒюਪෳӖࠇ 29 Domicile: No. 29 Fuchengmenwai Street, Xicheng District, Beijing, the People’s Republic of China ͙ܨՇӝζఆġܑ֥ Legal Representative: Mr. Huaibang Hu ဏჿΩ৲ġ100037 Zip Code: 100037 ໻דᆑᄭ௕پပຫ٤ഓઝਮךڂࢗ֟࿟໻ޥڳ໻ġד࠼͗ Lending Office: China Development Bank Corporation Inner Mongolia Branch ۜ Պࠇ 55ܟඋೇ໭۝ۤ܋໻ᅞൎġד Domicile of Lending Office: No. 55 Xinhuadong Street, New District, Hohhot City ໻ؕ႓ఆġ৴ ߒד Legal Representative: Mr. Ma Jian ဏჿΩ৲ġ010010 Zip Code: 010010 ࠼ ͗ ఆġᗦ ᤭ Authorized Representative: Ms. Yan Wei Ԩ ܥġ0471-3310098 Telephone Number: 0471-3310098 Ҏ ყġ0471-3310208

Fax Number: 0471-3310208

ՇēYongye InternationalڟӞࣛԅٳဟωڑޥڳ࡬ٔ ךڂࢗ֟࿟໻ޥڳပຫ٤ഓĐᆴน࠙ࣛఆ຿ޝڳLimitedďစྜ γ୲ંٳӞࣛēથωٳပຫ٤ഓďྻຏ߅ы“Ӟࣛఆ”Đಃைω ပຫ٤ഓĐďྻຏךڂޝڳYongye International, Inc.ďစྜ ྜ Ӟࣛဈဟᄆؑωٳ߅ы“Ӟࣛ”ĐēӞࣛఆල࿉຿࠙ࣛఆඔ٢ω ߬྾dٳ߬྾ޮࣛēྻᄆћୣωٳ Whereas, in accordance with the state rules on financing merger and acquisitions, Yongye International Limited (the “Borrower”) requested China Development Bank Corporation (the “Lender”) to extend a facility for the financing of its proposed acquisition of Yongye International, Inc. (the “Facility”) and the Lender agrees to provide such Facility for use of payment of the purchase price;

ՇēӞࣛఆူ࠙ࣛఆᆮ༶ڟԅڟ৐c֥֥ڑပޥڳᆮზ ۦ·ԉcᆑၛc٤଼ۤєಬ໰ဈၐ႕ē࠼໘౥ྡྷᄡēՈो଼ ලd Now therefore, in accordance with relevant laws and regulations, the Borrower and the Lender enter into this Contract after amicable consultations on the basis of the principles of equality, willingness, fairness and good-faith.

ԛྡྷඨ Շ࿌

Article 1 Definition ဈဴԅՇ࿌ఢڑලᄯຏॹပۦ·Շෳēڟලখပۦ·҂

ຏġ Unless otherwise provided for in this Contract, the following terms shall have the meanings ascribed to them below: ࣅᄥંγ୲ྜԅ୲ྜēޝಬຣಬٳωڶֺġᄗඹٳcωྡྷ ලᄯᄗ࠙ࣛఆdۦ·ၽ 1. Acquiror: means the company to acquire control of the Target Company through the merger and acquisition, which refers to the Borrower in this Contract. ڂޝڳcંγ୲ྜġᄗ Yongye International, Inc.ďစྜ֝ Ӓᄼ֥৐ಁोԅ٤ഓdܟઝڳ࡬ਥྦྷޥပຫ٤ഓĐēຂྡྷך 2. Target Company: refers to Yongye International, Inc.ďစྜ ပຫ٤ഓĐ, a company incorporated under the law ofךڂޝڳ Nevada of the United States of America. ပຫ٤ഓdךڂࢗ֟࿟໻ޥڳసcӞࣛఆġᄗ 3. Lender: refers to China Development Bank Corporation. ങc࠙ࣛఆġYongye International Limitedd 4. Borrower: refers to Yongye International Limited. ંົٳ໘࿐ԅၟՇߜୣωٳֺٔ࡬ωٳ๔c·ົંġᄗω ᆐ٤ഓωదંγ୲ྜωߜંγ୲ྜέนୣ௦ᆇᆐ٤ഓωಬຣં dંົٳγ୲ྜҶઌഎӒࢸᄃ௪߬྾ൎොೇԅω 5. Project: refers to the acquisition by the Acquiror of the Target Company by way of a merger of Merger Sub with and into the Target Company, pursuant to the terms of the Acquisition Agreement, with the Target Company to become its wholly owned subsidiary and to be delisted from NASDAQ. ঢcӞࣛѕ૖ࠡ֍ġᄗӞࣛఆල࿉຿࠙ࣛఆඔ٢ԅӞࣛࠡ ලඨࣛ߈ۦ·֍dၽ·ົંᄯࠡ֍น 21400 ฃਥ၍ēωࢶٔ࡬ ౲ݧ௜່d 6. Commitment: means the amount of the Facility the Lender agrees to extend to the Borrower, the amount of which for the Project is US$ 214,000,000, as the same may be reduced or

cancelled pursuant to the terms and conditions of this Contract. ԅׂ֟ޝලົຏ຿࠙ࣛఆಬۦ·୞cӞࣛဥ֍ġӞࣛఆၽ ԅ௦ϦෳݘӞࣛ·ࠡԅᆙ֍dܮ࠙ࣛఆ౩รЪ֗ 7. Loan Balance: refers to the total amount of principal of the foreign exchange Facility which has been actually released to the Borrower but has not been repaid by the Borrower. ලົຏྸ࠼Ӿۦ·ԅܮcဧ୙ࠡ֍ġ࠙ࣛఆဧ୙౩รЪ̶ ୙࿫ؑԅӞࣛ·๯ۤ׎ဈd 8. Overdue Amount: refers to the principal, interest and fees which have been overdue and payable but have not been repaid or paid by the Borrower under this Contract. ලၟՇဈාರဈԅӞࣛdۦ·ࡔc૓ဈӞࣛġร̟ 9. Appropriated Loan: refers to the amount of Facility which is not used for the purposes provided for in this Contract. ලݧ࠙࡬ᄯၟՇԅߜӞۦ·ಥcඔࣛఐġᄗ࠙cӞഀֺၽ ලົຏԅ೎ұඔࣛఐۦ·ԅఐ୙dܜࣛᆇࠡᅧద࠙ࣛఆӉࣛ჌ އᄗඔࣛఐd 10. Withdrawal Date: refers to the date on which the proceeds of the Facility are transferred to the Borrower’s Deposit Account as agreed upon by the Borrower and the Lender in this Contract or in an IOU. The First Withdrawal Date under this Contract refers to Withdrawal Date. Շԅඔࣛ୙dڟලԛࡔඨԛྡྷࣛۦ·ಥྡྷcඔࣛ୙ġᄗ 11. Drawdown Period: refers to the Drawdown Period set forth in Section 9.1 of this Contract. Շԅ࠙ࣛఆ༖ڟලԛಥ֝ඨԛྡྷࣛۦ·ఐġ ᄗ·ܮಥ֝c ࠡԅఐ୙d·דϦܮڢ຿Ӟࣛఆ 12. Principal Repayment Date: refers to a date on which the Borrower is obligated to repay part of the principal of the Facility in accordance with the provisions of Section 12.1 of this Contract. Շԅ࠙ࣛఆ࿫຿ڟලԛ๔ඨԛ֝ࣛۦ·ಥసcؑ๯ఐġᄗ Ӟࣛఆᄆؑॆ๯ԅఐ୙d 13. Interest Payment Date: refers to a date on which the

Borrower is obligated to pay interest to the Lender in accordance with Section 5.2 of this Contract. ࣛఐġᄗᆑඔࣛఐ୯ਁ 60 ّၥԅ஍ྡྷّ࿯ܮ܊ಥങcᆫ ྜఐd 14. Final Repayment Date: refers to the Business Day immediately prior to the day falling 60 months after the Withdrawal Date. ໻ࢗोԅcဈדġᄗ࠙ࣛఆၽӞࣛఆ࠼͗ܜಥ๔cӉࣛ჌ ࠒസྜރcᄆؑ׎ဈྻܮලົຏӞׂࣛ֟c·๯Ъۦ·ၻޚဟ ๠ԉಹົԅ჌ܜd 15. Deposit Account: refers to the account opened by the Borrower with the Lending Office of the Lender for the purposes of recording release of the Facility, repayment of principal, payment of interest and fees and settling, etc. ಥঢcЪႯᆇࠡᅥဈ჌ܜġᄗ࠙ࣛఆߜၽࠒസ࠼͗໻ࢗो dܜලຏӞࣛ·๯ԅᅥဈ჌ۦ·ܮԅЪ 16. Special Account for Loan Repayment: refers to the special account opened by the Borrower with the Settling Office for the purposes of repaying the principal and paying interest in respect of the Facility hereunder. ďՇ࿌ߎຏำĐߜၽӞࣛఆמġᄗစྜ૊ܜ჌܃דಥ୞c dܜԅᅥဈ჌ॆ܃Պᄆؑڂ໻ࢗोԅဈྻ຿ࡂෳד࠼͗ 17. Dividend Payment Account: refers to the special account to be opened by Yongye Nongfeng (as defined below) with the Lending Office of the Lender for the purpose of remitting dividends to its shareholder(s) outside of China. ၽӞࣛఆᄗՇԅӝस໻מġᄗစྜ૊ܜ჌ނڢಥ̶cೌద cӞࣛמ࿫ဎစྜ૊ܜd؞჌ܜ௦Ϧೌదԅ჌ނڢࢗोԅဈဟ dڕ؞ӝस໻ಬಠసֺ޳ރఆྻ 18. Revenue Sweep Account: refers to the account to be opened by Yongye Nongfeng with an agent bank designated by the Lender for the purpose of sweeping all revenues. Such account shall be jointly supervised and managed by Yongye Nongfeng, the Lender

and such designated agent bank. ಥࡔcົં჌ܜġᄗ࠙ࣛఆԅӉࣛ჌ܜރЪႯᆇࠡᅥဈ჌ dܜ჌ނڢదೌۤܜ჌܃דԅמĢစྜ૊ܜ 19. Project Accounts: refers to the Deposit Account and the Special Account for Loan Repayment of the Borrower and the Revenue Sweep Account and Dividend Payment Account of Yongye Nongfeng. ಥcӞࣛఆ೓෡ᄆؑġᄗӞࣛఆٔ࡬࠙ࣛఆԅඔࣛಃை֝ ලၟՇԅӞࣛဈාඹۦ·Շԅำߑē̟ზڟලԛ̶ඨۦ·ೠۤ ᄆؑᄠ࠙ࣛఆܜӉࣛ჌ڶලົຏӞࣛᆇࠡඹۦ·໻ߜד࠼͗ڶ ԅ໻นdܜᄗՇԅ·ົંؑࣛӝसఆԅ࿟໻჌ 20. Entrusted Payment by Lender: refers to the payment of proceeds of the Facility hereunder by the Lender from the Deposit Account to the bank account of the Pay Agent for the Project designated by the Borrower via the Lending Office in relation to the purposes of the Facility hereunder pursuant to the Borrower’s drawdown request and documents provided for by Article 8 of this Contract. ໘࿐ēؕ႓น࠙ࣛఆඔ٢ڑಥྡྷcࠒസ࠼͗໻ġٔ࡬ပ֝ Ӟࣛᆇࠡರဈԅ࿟ڑලົຏပۦ·ࠒസ׻๠ēω̟ྑௐ޳՜ ໻dדضࢗ֟࿟໻ະޥڳලົຏࠒസ࠼͗໻นۦ·໻d 21. Settling Office: the bank which provides settling services to the Borrower and supervises the use of the Facility under this Contract on the basis of relevant contracts. The Settling Office hereunder shall be the Hong Kong Branch of China Development Bank Corporation. ৞շԅ࿟໻ڳಥ֝c࿯ྜఐġࠧ࡜௲Շॆ৑֗ཝēᄗ࿧֝ ճෳ࿯ྜԅٝᆴఐĢ࡜ਥ၍ؑࣛ֗ཝēᄗેၟԅ࿟໻ճෳ࿯ྜ ԅ࿟໻࢈ضະڳᄯރͺ࠸ڳୣ൐ֺੋ֗ཝēᄗᄯۥᄍఐĢ࡜ఉ ճෳ࿯ྜԅٝᆴఐd 22. Business Day: in relation to the determination of any interest rate, refers to a day on which banks are open for general business in London of UK; in relation to any payment of US Dollars,

refers to a day on which banks are open for general business in New York; and for all other purposes, refers to a day on which banks are open for general business in both Beijing and Hong Kong. ලົຏԅۦ·ಥసcӤͬఆġᄗຣၽݧߜࣿน࠙ࣛఆၽ֝ ලஆ೧ᄍఐēۦ·࿌๠ඔ٢ْᄵ໹಴Ӥͬԅಬ඘ݧّఆdࠉᄠ ზĐcᄲܙڳӤͬఆͧࣳ๑ᆐಃďћပۜ৲น G41135982 ԅᄯ ზĐcՊఔďՇ࿌ߎܙ໶ਜďћပۜ৲น JX583520 ԅަઆӖ ຏำĐcFull AllianceďՇ࿌ߎຏำĐc࠙ࣛఆcંγ୲ྜďՇ ࿌ߎຏำĐcFullmax PacificďՇ࿌ߎຏำĐcAsia Standard OilďՇ࿌ߎຏำĐۤͧ౥࿟໻ďՇ࿌ߎຏำĐd 23. Guarantors: refers to the entities and/or individuals who are currently providing, or will in the future, provide various types of security to secure the Borrower’s obligations under this Contract. As of the date of this Contract, the Guarantors include Mr. Wu Zishen (holder of Chinese passport No. G41135982), Ms. Zhong Xingmei (holder of Canadian passport No. JX583520), the Orient Blossom (as defined below), Full Alliance (as defined below), the Borrower, the Target Company (as defined below), Fullmax Pacific (as defined below), Asia Standard Oil (as defined below) and Baoshang Bank (as defined below). A Guarantor shall be any of them. ಥങcّఆӤͬఆġᄗӤͬఆᄯԅ๑ᆐಃcᄲ໶ਜᄯԅ֝ ఆdۥఉ 24. Individual Guarantor: refers to any of Mr. Wu Zishen, and Ms. Zhong Xingmei. ලġᄗຣၽݧߜࣿӤͬఆူӞࣛఆஆ೧ԅۦಥ๔cӤͬ֝ ලēͧࣳۦලົຏԅ࿌๠ඔ٢ْᄵ໹಴Ӥͬԅۦ·น࠙ࣛఆၽ ල”ᄗୣߜٔۦලᄯॹੜԅӤͬఆ֗ཝē“Ӥͬۦ·ୣؘߑd࡜ ලďͧࣳͧ౥࿟໻ඔ٢ԅͬۦලԛ 23.1 ඨՈोԅӤͬۦ·࡬ Đdۆ 25. Guarantee Contracts: refers to various contracts (including their respective annexes) entered into by and between any Guarantor and the Lender now or in the future for the purpose of securing the Borrower’s obligations under this Contract. In relation to the

Guarantors named in this Contract the term “Guarantee Contracts” refers to the Guarantee Contracts (including the letter(s) of guarantee provided by Baoshang Bank) to be entered into by them pursuant to Article 23.1 of this Contract. ໘ݖ٤ϣԅ৞շලྜЗׂޥ࿟໻ڳಥঢcLIBORġᄗ࿧֝ ৑ēྻਤّॆ๯୙ࢗಳ஍०ّ࿯ྜఐԅ৞շನ޷౨๖ 11 Ԥॆ া෉ᄴժອ࿫͑ੋ٤ϣԅ 6 ّၥਥ၍ LIBOR ͱޮนᅹd 26. LIBOR: refers to the London Interbank Offered Rate for U.S. dollar LIBOR – 6-months as released by the British Bankers’ Association, published by Reuters through relevant terminals as of 11.00 a.m. in London on the day which is two Business Days prior to each Interest Period. ֺġᄗճ࠙ࣛఆ֗ཝē࠙ࣛఆԅຏ೫٤ഓݧ॓ڑಥ୞c֝ Պԅୣ൐ຏ೫٤ഓdճӞࣛఆ֗ཝēᄗӞࣛڂڂՊݧࣅڂڂࣅ Պdڂڂ໻ݧୣࣅדఆԅຏ೫٤ഓc 27. Affiliates: in relation to the Borrower, refers to a subsidiary of the Borrower or the controlling shareholder of the Borrower or any other subsidiary of such controlling shareholder. In relation to the Lender, refers to a branch or subsidiary of the Lender or the controlling shareholder of the Lender. ֺ࡜ୣၽ࿟໻ݧୣ൐ࠡ॓ڑಥ̶cؕႯġᄗ࠙ࣛఆݧୣ֝ ѕձۥԅ࠙ࣛcႯ௪cର࡬cӞࣛႯ௪c౥ྜର࡬cఉٲకݯ ڴ໰Ӟݧର࡬ඬຣ໰Ӟcٔ࡬ୣ൐࡮ပ࠙ࣛݧႯ๠కᆇ౥ྜ໒ นԛసֺඔ٢Ӥͬԉಹົ֗Ϣನރԅࣛົྻނ߬྾ൎѴۥԅఉ Ⴏ๠dۥСಓԅఉ 28. Indebtedness: refers to any liabilities incurred from time to time by the Borrower or any of its Affiliates in relation to any loans borrowed from any bank or other financial institution, any bonds, notes, loan debentures, commercial papers, any acceptance credit or discounted note credit, amounts raised by any other transactions which are equivalent to borrowing or having the commercial effect of debt financing, and provision of security for any third party, etc. ಥࡔc࠙࡬ġ࠙ࣛఆٔ࡬Ӟࣛఆඔ٢ԅٌ಴ྂ·ēၽਤ֝

ұඔࣛನඡໟԅ࠙ࣛଽ࡬d 29. IOU: the document evidencing the money borrowed, which is completed by the Borrower in accordance with the templates provided by the Lender upon each drawdown. ֟ۥӤͬఆݧఉۥġᄗ࡜࠙ࣛఆݧఉܤసಥcᄷӖϢॆέ सெۦ୯ఆᄩགྷఆ֗ཝēୣྜ๠c࠼࿯cϭСݧϭ๠ᅱࣣēၽ ලົຏԅۦࣣຏӽᄡݧࢶટӽᄡġ(a) ࠙ࣛఆϢટো໻ୣၽົં ֟ۥӤͬఆݧఉۥᄷӖ࿌๠ēݧ(b)ӽᄡݧࢶટӽᄡ࠙ࣛఆݧఉ ۦᄩགྷۥලݧఉۦӤͬۥලݧఉۦ·୯ఆᄩགྷఆϢટো໻ୣၽ ୯֟ۥӤͬఆݧఉۥලົຏԅᄷӖ࿌๠ēݧ(c)࿵ູ࠙ࣛఆݧఉ ලົຏԅᄷӖۦᄩགྷۥලݧఉۦӤͬۥලݧఉۦ·ఆᄩགྷఆၽ dܤέۥ໿cပ໒໿cၟ೯ॏݧࢶᄓ໻໿ԅఉ֥ۦ႓ఉԅ 30. Material Adverse Change: with respect to the Borrower or any Guarantor or any Sponsor Pledgor, refers to any change in its business, operation, property or financial conditions, which under reasonable circumstances results in or may result in any of the following: (a) failure of the Borrower to perform any of its material obligations under any Project Contract; or (b) failure of the Borrower or any Guarantor or any Sponsor Pledgor to perform any of its material obligations under this Contract or any Guarantee Contract or any Pledge Contract; or (c) affect the legality, validity, binding effect or enforceability of any material obligations of the Borrower or any Guarantor or any Sponsor Pledgor under this Contract or any Guarantee Contract or or any Pledge Contract. ՊߺઌԅᅟЈᆇ·ďఢڂసಥྡྷcົંᆇ·ࠡġᄗ࠙ࣛఆ ໘࿐Đѻ࡮ᄃੜٳຣࠡѻᆇē႕ဎؑࣛӝसఆďୣՇ࿌ߎωྻ ѻᆇē႕ဎ࠙ࣛఆךڂ௲ఊྸೌӾ౨೭ᆇࠡĢఢྻંγ୲ྜԅ ѻ࡮ԅᄃೠᄃੜĐݧრน࠙ࣛఆᆑပԅׄႯ๠໿ᆇࠡēͧࣳ࠙ ·ଅॆమcᆇדࣛఆᆇСؕႯζᄯൎֱ࿸ԅൎပრ௣࿍ᄯԅร ԅୣ൐ᆇܮႯ໿cϢ༓ྑ࠙ࣛఆЪؕׄރ٤ݲူ࿴ဥ٤ݲēྻ ࠡd

31. Project Capital: refers to the registered capital contributed by the shareholder(s) of the Borrower, which (in the case of capital to be contributed in cash) has been verified by a confirmation from the Pay Agent (being the “Paying Agent” as defined in the Acquisition Agreement) confirming the receipt of such funds and (in the case of capital to be contributed in the form of shares in the Target Company) has been verified by a certificate from the Borrower, or other non-debt funds which is owned by the Borrower, including undistributed profits, capital reserves and reserve surplus stated in the Owner’s Equity on the Borrower’s balance sheet, and other fund which is not debt, and does not need to be repaid by the Borrower. ᆐ٤ഓcFullંົٳֺcωٳ໘࿐ġᄗωٳసಥ֝cω ໘࿐xē؞໘࿐ԅٌူܣޙωۦAllianceۤંγ୲ྜߜஆ೧ԅw Ӟڶस໻ಹ)ēயၽஆ೧஍༖࠼ۦ಴ူઝఘ༖গӞࣛఆਁ࿉(༖ ࣛఆೠੋ௲ఊd 32. Acquisition Agreement: refers to the “Agreement and Plan of Merger” to be entered into by and among the Acquiror, the Merger Sub, Full Alliance and the Target Company in form and substance satisfactory to the Lender (acting reasonably), which shall be conclusively confirmed by the Lender in writing prior to its execution. ఐ”dى໘࿐ൎՇ࿌ԅ“߬ٳఐġᄗωى߬ٳసಥసcω 33. Acquisition Closing Date: refers to the “Closing Date” under and as defined in the Acquisition Agreement. ໘࿐ൎՇ࿌ԅ“ಓ໒ನ”dٳಓ໒ನġᄗωٳసಥങcω 34. Acquisition Effective Time: refers to the “Effective Time” under and as defined in the Acquisition Agreement. ޥྡྷ ωᆐ٤ഓēۦޝڳᆐ٤ഓġᄗစྜંົٳసಥ๔cω Ӓᄼ٤ഓdܟઝڳဎ࠙ࣛఆ௦ᆇ࿺ပԅਥ 35. Merger Sub: refers to Yongye International Merger Sub Limited, a Nevada company wholly owned by the Borrower.

ୣᄐࠄݧ޷ࠄԅᆐ٤ഓރġᄗ࠙ࣛఆූނసಥঢc࠙ࣛఆ ރюၔĐྻූނēͧࣳંγ୲ྜ܊ಓ໒ನᄍٳďͧࣳēࠧၽω ࠙ࣛఆนୣᄐࠄݧ޷ࠄᆐ٤ഓԅ٤ഓďӬϢͧࣳMSPEAۤLead ᄯԅූނюၔᄗ࠙ࣛఆූނୣْᆑԅ੻٤ഓĐd࠙ࣛఆރRich ނюၔdนॴΥੇ୦࿌ēՊఔďՇ࿌ߎຏำĐ೫ဟ࠙ࣛఆۥఉ ූюၔd 36. Borrower Group: refers to the Borrower, its direct and indirect subsidiaries (including, but only after the Acquisition Effective Time, each Target Group Member) and companies of whom the Borrower is a direct or indirect Subsidiary (but excluding MSPEA, Lead Rich and their direct or indirect parent company). Borrower Group Member refers to any member of the Borrower Group. For the avoidance of doubtˈthe Orient Blossom (as defined below) is a Borrower Group Member. ୣᄐࠄݧ޷ࠄԅᆐރġᄗંγ୲ྜූނసಥ୞cંγ୲ྜ юၔdۥᄯԅఉූނюၔᄗંγ୲ྜූނ٤ഓdંγ୲ྜ 37. Target Group: refers to the Target Company and its direct and indirect subsidiaries. Target Group Member refers to any member of the Target Group. ରڂדюၔԅ௦ϦݧϦූނసಥ̶c౨ೇġᄗ੶ྡྷ࠙ࣛఆ ૧ڋୣ൐ᄉ੠ᄃ௪߬྾ൎۥ߬ൎݧఉ॓ض೎ұ٤ࢗ֟໻ωၽະ ౨ೇd 38. Listing: refers to the initial public offering and listing of all or any part of the shares of any Borrower Group Member on the Stock Exchange of Hong Kong or any other recognized stock exchange. ௣ᄐࠄݧڂసಥࡔc֟୯ఆġᄗၽඔࣛఐճ࠙ࣛఆԅ௦Ϧ ޷ࠄ࿺ပ֥Շൎပ௣ݧಬ࿍ൎပ௣ԅຏॹّఆݧಬ඘ġ 39. Sponsors: refers to the following individuals or entities who directly or indirectly hold the legal or beneficial ownership of all the shares of the Borrower on the Withdrawal Date:

࡬࿧೫ป֚࠸ٔޥྡྷ ,Full Alliance International Limited (ྡྷ) ӻ֥৐ಁोԅပຫ႓ఉ٤ഓďྻຏ߅ы“Full Alliance”Đēၽ௵ ௣ᄐࠄ࿺ပ֥Շൎပ௣ۤಬ࿍ൎပڂඔࣛఐճ࠙ࣛఆԅ௦Ϧ ௣Ģ (1) Full Alliance International Limited (“Full Alliance”), a company with limited liability incorporated under the law of British Virgin Islands, which directly holds the legal and beneficial ownership of all the shares of the Borrower on the Withdrawal Date; ௣޷ࠄ࿺ပ֥Շൎပڂၽඔࣛఐ٫ලճ࠙ࣛఆԅ௦Ϧ (֝) ௣ݧಬ࿍ൎပ௣ԅຏॹّఆݧಬ඘ġ (2) the following individuals or entities who jointly hold the indirect legal or beneficial ownership of all the shares of the Borrower on the Withdrawal Date 1. ๑ᆐಃ a. Mr. Wu Zishen; 2. ᄲ໶ਜ b. Ms. Zhong Xingmei; Orient Blossom Investments Limited Պఔ෇ᆇပຫ٤ .3 ࡬࿧೫ป֚࠸௵ӻ֥ٔޥഓďྻຏ߅ы“Պఔ”Đēྡྷ ;৐ಁोԅပຫ႓ఉ٤ഓ c. Orient Blossom Investments Limited (the “Orient Blossom”), a company with limited liability incorporated under the law of British Virgin Islands; ௵࡬ࢗਃٔޥྡྷ ,MSPEA Agriculture Holding Limited .4 ;ӻ֥৐ಁोԅပຫ႓ఉ٤ഓďྻຏ߅ы“MSPEA”Đ d. MSPEA Agriculture Holding Limited (“MSPEA”), a company with limited liability incorporated under the law of Cayman Islands; ࡬࿧೫ป֚࠸ٔޥLead Rich International Limitedēྡྷ .5 ӻ֥৐ಁोԅပຫ႓ఉ٤ഓďྻຏ߅ыqLead௵ RichrĐĢۤ

e. Lead Rich International Limited (“Lead Rich”), a company with limited liability incorporated under the law of British Virgin Islands; and ௣௜Ԅᄐࠄݧ޷ࠄԅ֥ڂస) ၽඔࣛఐݧᄍ஍ճ࠙ࣛఆԅ) Շൎပ௣ݧಬ࿍ൎပ௣ԅ҂·ඨྻ౨ॹࡨԅّఆۤಬ඘ྻෳԅ ୣ൐ఆdۥఉ (3) any other person other than the individuals and entities named above in this Section who acquires any legal or beneficial ownership of any equity interests of the Borrower prior to or on the Withdrawal Date, whether directly or indirectly. “Sponsor” means any of them as the context may require. ġ܊ങಥcࣅᄥ௣έٗġᄗၽඔࣛఐݧඔࣛఐᄍ 40. Change of Control: refers to any of the following occurring on or after the Withdrawal Date: ௣ᄐࠄ࿺ပ֥ՇڂďྡྷĐFull AllianceϢၼճ࠙ࣛఆԅ௦Ϧ ൎပ௣ۤಬ࿍ൎပ௣Ģ (1) Full Alliance ceases to own directly all the shares of the Borrower legally and beneficially; ๑ᆐಃຕಓϢၼᄐࠄݧ޷ࠄԙಬ࿍࿺ပ࠙ࣛఆϢ౲ဟ(֝) ;௣ڂ10.09%ԅ (2) Mr. Wu Zishen ceases, directly or indirectly, to beneficially own at least 10.09% of the shares of the Borrower; ڂďసĐ๑ᆐಃຕಓۤᄲ໶ਜ૏ಶϢၼ٫ලճՊఔԅ௦Ϧ ;௣ᄐࠄ࿺ပ֥Շൎပ௣ۤಬ࿍ൎပ௣ (3) Mr. Wu Zishen and Ms. Zhong Xingmei cease to jointly directly own all the shares of Orient Blossom, legally and beneficially; ďങĐՊఔϢၼᄐࠄݧ޷ࠄಬ࿍࿺ပϢ౲ဟ࠙ࣛఆ43.01% Ģךڂԅ (4) Orient Blossom ceases, directly or indirectly, to beneficially own at least 43.01% of shares of the Borrower; ď๔ĐMSPEAϢၼᄐࠄݧ޷ࠄԙಬ࿍࿺ပ࠙ࣛఆϢ౲ဟ ௣Ģڂ47.36%ԅ

(5) MSPEA ceases, directly or indirectly, to beneficially own at least 47.36% of the shares of the Borrower; ďঢĐLead Rich Ϣၼᄐࠄݧ޷ࠄԙಬ࿍࿺ပ࠙ࣛఆϢ౲ဟ ௣Ģڂԅ 9.64% (6) Lead Rich ceases, directly or indirectly, to beneficially own at least 9.64% of the shares of the Borrower;

(ΑैϢਁᆠ౨೭ԛ(2)c(3)c(4)c(5ڂћޝఢ౨೭ֺْԅಬ Αैճ࿫ԅ೴ᄔďϢͧڂћޝΑैྑௐēӬಬךڂࣛᄯԅ(6)ރ Αैճ࿫ԅ೴ᄔďϢͧךڂՇԅڟĐԎဟ౨೭ඨࣛᄯۜדࣳ̈́ Đய०೴ᄔᄍЕ໌ဟ0.1ē႕࿫ೊนωร֟ಓࣅᄥ௣έۜדࣳ̈́ dٗ Provided that there will not be a Change of Control hereunder if the percentages of the parties referred to in (2) , (3) , (4), (5) and (6) above are less than 0.1 lower than stated above.

ၽޙസ౨೭ԛ(2)c(3)c(4)c(5)ރ(6)ࣛᄯԅΑैನēဎဟġ सڕi) ໻ರ຿ďaĐఉྡྷ֟୯ఆݧďbĐFull Allianceݧ࠙ࣛఆԅ) Њ೑ိԅ௣ᄃݧ୙௣ď৻ѻ୙௣҂ෳĐݧFull Allianceݧ࠙ࣛఆ ٔ (໰෡ĐĢ(iiۥֺďͧࣳนୣಁोԅఉ॓ڑۥसЊԅఉڕԅ ēݧนॴಬಠךڂ໻֟ܣޙڂ࡬Full Allianceݧ࠙ࣛఆԅၔٝћ ௣Ըჼ֗຿๑ᆐಃຕಓࣅڂԅמලԛ23.1.8ඨົຏစྜ૊ۦ· ௣కᆇڂюၔ౨ೇ஍ූނĢ(iii) ఉྡྷ࠙ࣛఆךڂᄥԅಬ඘֟໻ ۥ஍ඔಾ๑ᆐಃຕಓcᄲ໶ਜ૏ಶcՊఔcMSPEAϢԄྻఉ) ֺ಴ၽ؞కᆇᄯ຿ԛసֺᅧ௾ୣࠝನᄐࠄݧ޷ࠄಬ࿍࿺ပԅ࠙ юၔ౨ೇĢ(v)ၽఉྡྷ࠙ූނĢ(iv)ఉྡྷ࠙ࣛఆ(ךڂۥࣛఆԅఉ ēMSPEAݧLead Rich ᅧ௾ୣൎᄐࠄݧ޷܊юၔ౨ೇූނࣛఆ vi) Lead Richٔ࡬) ރ௣Ģڂדࠄԙಬ࿍࿺ပԅ࠙ࣛఆ௦ϦݧϦ ලۦՇѻ೒Lead Richஆ೧ԅᄩགྷڟලԛ֝ಥྡྷඨԛಥࣛԅۦ· Αै֟ڂӲಹֺԅћڑອۥēӽᄡԅఉךڂຏԅFull Allianceົ юࣅᄥ௣έٗdٲԅēϢ࿫ࢩৎၽઝயϢܤಓέ For the purposes of calculating the percentages referred to in (2) ,

(3) , (4), (5) and (6) above any changes in percentage shareholdings of any of the relevant parties resulting from (i) the exercise of warrants or options (excluding put options) granted to (a) any of the Sponsors or (b) management of Full Alliance or the Borrower or any affiliates of management of Full Alliance or the Borrower (including trusts settled by or for the benefit of such persons); ( ii ) issues of shares under the ESOPs of Full Alliance or the Borrower or issues of shares for the purpose of the contemplated change of Yongye Nongfeng’s shareholding under Section 23.1.8; ( iii ) pre- Listing equity financings by any Borrower Group Member (provided that none of Mr. Wu Zishen, Ms. Zhong Xingmei, Orient Blossom, and MSPEA shall transfer to any third party by any means in any such financing any shares of the Borrower he/she/it then beneficially owns, directly or indirectly); ( iv ) the Listing of any Borrower Group Member; ( v ) after completion of the Listing of any Borrower Group Member, the sale by MSPEA or Lead Rich of all or part of the shares in the Borrower it, directly or indirectly, beneficially owns; and ďviĐ the sale by Lead Rich of shares in Full Alliance which are subject to the Pledge Contract executed by Lead Rich pursuant to the Section 21.10 under this Contract shall be disregarded and will not constitute a Change of Control. ē࠙ࣛఆϢၼᄐࠄݧ޷ࠄԙಬ܊ಓ໒ನݧᄍٳď୞Đၽω ௣ēӬٔ࡬ԛ֝ಥྡྷඨڂюၔԅ௦Ϧූނγ୲ྜંۥ࿍࿺ပఉ ԛಥࣛࠩ໻ԅѻ೒ݧୣ൑҉ᄢӽᄡԅ҂ෳĢۤ/ݧ (7) At or after the Acquisition Effective Time, the Borrower ceases, directly or indirectly, to beneficially own all the shares of any Target Group Member other than pursuant to a sale or other disposal pursuant to Section 21.10; and/or ē֟୯ఆϢၼᄐࠄݧ޷ࠄԙ܊ď̶Đၽඔࣛఐݧඔࣛఐᄍ ēϢၼᄐࠄݧ޷ࠄԙ٫܊ಓ໒ನݧᄍٳࣅᄥ࠙ࣛఆēݧრၽω юၔēӬٔ࡬ԛ֝ಥྡྷඨԛಥࣛࠩ໻ූނγ୲ྜંۥලࣅᄥఉ ԅѻ೒ݧୣ൑҉ᄢӽᄡԅ҂ෳd

(8) On or after the Withdrawal Date, the Sponsors cease, directly or indirectly, to jointly control the Borrower, or, at or after the Acquisition Effective Time, the Sponsors cease, directly or indirectly, to jointly control any Target Group Member other than pursuant to a sale or other disposal pursuant to Section 21.10. ରcӝस෇ର௣cڂങಥྡྷcࣅᄥġᄗԅಾပ௣ďྻ࿺ပ ලcӝसݧრୣ൐ֺ಴Đď1Đఉੇখྡྷಬ඘ԅ௦Ϧݧտ೴ۦ ڕसఆၔĢݧრď2Đ࡜খྡྷಬ඘ԅڕՌಹݧူՌಹලԉԅ सcϭ๠ݧୣ൐ჿІိྻᄗӽēய؞খྡྷಬ඘ԅՌಹݧူՌಹ सఆၔပ࿌๠ᆮ༶؞ᄗӽdڕලԉԅ 41. Control: refers to the power (by means of ownership of shares, proxy, contract, agency or otherwise) to: (1) appoint and/or remove all or the majority of the directors or other equivalent officers of another entity; or (2) direct the management, finance or other policies of another entity, with which the directors or other equivalent officers of such another entity are obliged to comply. ٤ഓ֗ཝēᄗġۥങಥ֝cᆐ٤ഓ: ճఉ 42. Subsidiary: with respect to any company or corporation, refers to a company or corporationġ ďྡྷĐ΄؞٤ഓᄐࠄݧ޷ࠄࣅᄥԅ٤ഓĢ (1) which is directly or indirectly controlled by the first mentioned company or corporation; ؞٤ഓᄐࠄݧ޷ࠄಬ࿍΄·ڂď֝Đୣ͖೴ྻ౨ԅྸ֟໻ ࿺ပԅ٤ഓĢݧრ (2) more than 50% issued share capital of which is directly or indirectly beneficially owned by the first mentioned company or corporation; or ďసĐ؞٤ഓԅ੶ྡྷᆐ٤ഓԅᆐ٤ഓd (3) which is a Subsidiary of another Subsidiary of the first mentioned company or corporation. ௵࡬࿧೫ป֚࠸ٔޥങಥసcFullmax Pacific Limitedēྡྷ ӻ֥৐ಁोԅပຫ႓ఉ٤ഓďྻຏ߅ы“Fullmax Pacific”Đd

43. Fullmax Pacific Limited (“Fullmax Pacific”), a company with limited liability incorporated under the law of British Virgin Islands. ৐ಁ֥ض࡬ະٔޥങಥങcAsia Standard Oil Limitedēྡྷ ोԅပຫ႓ఉ٤ഓďྻຏ߅ы“Asia Standard Oil”Đ d 44. Asia Standard Oil Limited (“Asia Standard Oil”), a company with limited liability incorporated under the law of Hong Kong. ࡬ᄯٔޥ೬ပຫ႓ఉ٤ഓēྡྷޏစྜಓ๞پങಥ๔cઝਮ ৐ಁोԅပຫ႓ఉ٤ഓďྻຏ߅ы“ઝਮစྜ”Đd֥ڳ 45. Inner Mongolia Yongye Biotech Co., Ltd. (“Inner Mongolia Yongye”), a company with limited liability incorporated under the law of China. ٔޥပຫ႓ఉ٤ഓēྡྷޏಓ๞ࢳמစྜ૊پങಥঢcઝਮ ᆴ࠼࿯୲ྜďྻຏ߅ы“စྜ૊ۦ৐ಁोԅᄯෳ֥ڳ࡬ᄯ Đd”מ 46. Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. (“Yongye Nongfeng”), a company with limited liability incorporated under the law of China. ٔޥပຫ႓ఉ٤ഓēྡྷޏစྜؖ੖ಓ๞ࢳپങಥ୞cઝਮ ৐ಁोԅပຫ႓ఉ٤ഓďྻຏ߅ы“စྜؖ੖”Đd֥ڳ࡬ᄯ 47. Inner Mongolia Yongye Fumin Biotech Co., Ltd. (“Yongye Fumin”), a company with limited liability incorporated under the law of China; ԅ੠น“ྡྷᄵՎמങಥ̶cᅥॆ௣ġᄗᅥॆ௣ఆนစྜ૊ ୣᄥ΁ֺ֥”ԅ֟ੜᅥॆďᅥॆۜġZL2005 1ރ๞࿯ཱྀഭ ੠น“ྡྷᄵᄑ๞ಓЩ࿯ཱྀྡԅᄥ΁ֺ֥”ԅ֟ੜރ0118240.2Đྻ ᅥॆďᅥॆۜġZL2006 1 0131953.7Đd 48. Patents: refer to two invention patents granted to Yongye Nongfeng named “a type of animal nutrition and its preparation method” (patent number: ZL2005 1 0118240.2) and “the preparation method of a type of botanic growth nutrition” (patent number: ZL2006 1 0131953.7).

࡬ᄯٔއ໻ēדඋ۝ۤ܋ပຫ٤ഓךڂങಥࡔcͧ౥࿟໻ ᄆݯדඋೇԅ۝ۤ܋ပຫ٤ഓสဟךڂ৐ಁोԅͧ౥࿟໻֥ڳ ďྻຏ߅ыqͧ౥࿟໻rĐdٲ 49. Baoshang Bank Limited Hohhot Branch (“Baoshang Bank”), a branch in Hohhot of Baoshang Bank Limited which is a commercial bank incorporated under the law of China. ٳ෍ġᄗ࠙ࣛఆԞ߬ٓӞࣛఆԅֱ࿸ѻωٲ๔ಥcᆦᄎࠒ ෍dٲԅᆦᄎࠒٲԅᆦᄎࠒූނγ୲ྜંۤූނಓ໒ನ࠙ࣛఆ 50. Organizational Chart: refers to the organizational chart submitted by the Borrower to the Lender, which reflects the organizational structures of the Borrower Group and the Target Group as of the Acquisition Effective Time. ලᄍંԅēۦ·ēࠧนڳఆ੖٫ۤܟġᄗᄯڳ๔ಥྡྷcᄯ c̯ਪඋι໻ჿ௕ۤ൛෶ԙ௕dضϢͧࣳະ 51. China: refers to the People’s Republic of China, which, solely for the purpose of this Contract, shall exclude Hong Kong, Macau Special Administrative Region and Taiwan area. උι໻ჿ௕dضະڳġᄗᄯض๔ಥ֝cະ 52. Hong Kong: refers to the Hong Kong Special Administrative Region of China. ୣ൐นಬಠ·ົં֗Ոރ໘࿐ٳලġᄗωۦ๔ಥసcົં ۦԅӤͬڑලອۦ·ူރලྻۦ·ලēӬϢͧࣳۦोԅ໘࿐ݧ ලdۦᄩགྷރල 53. Project Contracts: refers to the Acquisition Agreement and other agreements or contracts entered into for the purpose of implementing the Project, provided that this Contract and the Guarantee Contracts and the Pledge Contracts related to this Contract shall not be included. ๔ಥങcᄷӖดၟġᄗ 54. Major Default: refers to: юූނюၔ֗ཝďϢͧࣳંγ୲ྜූނ࠙ࣛఆۥa) ࠧ࡜ఉ) ၔĐēดֱԛ7ඨݧԛ19.2c19.6c19.7c21.5c21.9c21.10c

21.11c21.12c21.13c21.15c21.16c21.17c21.18c21.19c 21.22c21.23c21.24c21.25c21.26c21.29c21.30ݧ21.31ඨᄯ юၔ֗ཝďϢͧࣳંγූނ࠙ࣛఆۥԅ࠙ࣛఆѕ૖ēݧࠧ࡜ఉ ԅރюၔĐ֟ಓԛ24.1.1c24.1.2c24.1.3ݧ24.1.4ඨඔූނ୲ྜ ಹߑĢݧ (a) any breach with respect to any Borrower Group Member (other than a Target Group Member) only of any of the Borrower’s covenants specified in Sections 7, or 19.2, 19.6, 19.7, 21.5, 21.9, 21.10, 21.11, 21.12, 21.13, 21.15, 21.16, 21.17, 21.18, 21.19, 21.22, 21.23, 21.24, 21.25, 21.26, 21.29, 21.30 or, 21.31 or the occurrence with respect to any Borrower Group Member (other than a Target Group Member) only of any event referred to in Sections 24.1.1, 24.1.2, 24.1.3 or 24.1.4; or ໘࿐༓ྑো໻ԅ࿌๠ēݧંγ୲ٳb) ดֱંγ୲ྜٔ࡬ω) ч೭ݧͬᄃϢᅹ௲ݧ࡮ပ๢ӽ໿ωರ࠙ࣛఆݧωۥᆳѻԅఉྜ ໘࿐dٳᄴᄘωٴᆐ٤ഓટંົٳ (b) the breach of any obligation required to be performed by the Target Company under the Acquisition Agreement or any representation or warranty made by the Target Company being incorrect or misleading and which in either case permits the Borrower or Merger Sub to terminate the Acquisition Agreement. ๔ಥ๔cᄷӖч೭ۤͬᄃġᄗࠧຫဟԛ17.1c17.2c17.3c 17.4c17.5c17.7c17.8c17.9c17.11c17.12c17.14c17.15c ڟ17.16c17.18c17.19c17.20c17.21c17.22c17.24ݧ17.27ඨ ᆐ٤ഓԅч೭ݧͬᄃdંົٳ࠙ࣛఆݧωڑՇԅပ 55. Major Representations and Warranties: refers to a representation or warranty with respect to the Borrower or the Merger Sub only under any of Sections 17.1, 17.2, 17.3, 17.4, 17.5, 17.7,17.8, 17.9, 17.11, 17.12, 17.14, 17.15, 17.16, 17.18, 17.19, 17.20, 17.21, 17.22, 17.24 or 17.27. ๔ಥঢc֟୯ఆᄩགྷఆġᄗLead RichۤMSPEAd 56. Sponsor Pledgors: refers to Lead Rich and MSPEA.

ලົۦ·ලġᄗ֟୯ఆᄩགྷఆน࠙ࣛఆၽۦ๔ಥ୞cᄩགྷ ۦᄩགྷךڂලԛ23.1ඨՈोԅۦ·ຏԅ࿌๠ඔ٢Ӥͬ֗ٔ࡬ ලd 57. Pledge Contracts: refers to the share pledges to be entered into by the Sponsor Pledgors pursuant to Section 23.1 of this Contract for the purpose of securing the Borrower’s obligations under this Contract. ලۦ·໻ġᄗٔ࡬Ӟࣛఆ೑௣ē࡮඘ؕ႓ד๔ಥ̶c࠼͗ dٲᄆݯדಹྲԅӞࣛఆڑसԉອڕ܊ஆՈcӞ 58. Lending Office: refers to the Lender’s branch which is in charge of the execution of this Contract and management of the Facility after disbursement and other matters in accordance with the Lender’s authorization. ໘࿐΄ᄗՇนؑࣛӝसఆٳ๔ಥࡔcؑࣛӝसఆġٔ࡬ω ԅ࿟໻ݧ໰෡٤ഓd 59. Pay Agent: The bank or trust company which is appointed as paying agent pursuant to the terms of the Acquisition Agreement. ӦΓฃਥ၍ྻ౨ݧભઝۥᄗఉ:ܤঢಥcᄷӖ෇ᆇέ दޙฃਥ၍ྻ౨ԅ෇ᆇέܤd 60. Material Investment Change: refers to any single change of investment in excess of US$ 10 million or multiple changes of the investments with a cumulative amount within one year in excess of US$ 50 million. ঢಥྡྷc࿯ၮю·ԅ࿓Шέܤġᄗࠡ֍นฃਥ၍ྻ౨ dܤԅ࿯ၮю·ԅέܤԅݧߜӽᄡᄷӖϢॆέ 61. Unusual Change of Operational Costs ġ refers to any change of operational costs in excess of US$ 10 million or would result in a Material Adverse Change. ࠡ֍นރঢಥ֝cᄷӖᄸϪcഴതݧ໻ჿё༝ġᄗ౿ ԅᄸϪcഴതݧ໻ჿёܤฃਥ၍ྻ౨ԅݧߜӽᄡᄷӖϢॆέ ༝d

62. Major Arbitration, Litigation or Administrative Proceeding: refers to any arbitration, litigation or administrative proceeding, the amount involved of which is in excess of US$ 1 million or would result in a Material Adverse Change. ࠡ֍น100ฃਥ၍ྻ౨ԅݧߜӽᄡރঢಥసcᄷӖჺ࿐ġᄗ౿ ᄷӖϢॆέܤԅჺ࿐d 63. Major Disputeġrefers to any dispute, the amount involved of which is in excess of US$ 1 million or would result in a Material Adverse Change. ঢಥങcᄷӖ໘࿐ġᄗ౿ރࠡ֍น500ฃਥ၍ྻ౨ԅ໘࿐d 64. Material Agreementġrefers to any agreement, the amount involved of which is in excess of US$ 5 million. ġᄗ̣֥ڟۦഅ๠ܜෳ჌ںঢಥ๔c 65. FATCA: refers to ઝഅೌ֥ԥԛඨᄠඨݧఉڳڳďྡྷĐ 1986ભਥ ֺᄗ઒Ģڒݧୣ൑ڟ֥ڑອۥ 1 sections 1471 to 1474 of the US Internal Revenue Code of 1986 or any associated regulations or other official guidance; ලୣ൑့֥ൎԟࠒԅڳၽୣ൑့֥ᄥՇݧူਥۥď֝Đఉ ֺᄗ઒ēய؞ԉڒݧୣ൑ڟԅඨၟc֥৐c֥ڑჿ؉޷ඨၟອ ৐ำߑďၽఉྡྷெ໹ຏ࢈Đပᅙဟ౨೭ԛďྡྷĐົԅಬಠĢ֥ ݧ (2) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (1) above; or ࡬ճ౨೭ԛďྡྷĐົݧԛď֝ĐົԅಬಠලྦྷۥďసĐఉ ڑୣ൑့֥ԅჿ؉ݧഅ๠ݯۥჿ؉ݧఉڳઝഅ๠ࡥcਥڳڳਥ ஆՈԅ໘࿐d (3) any agreement pursuant to the implementation of paragraphs (1) or (2) above with the US Internal Revenue Service,

the US government or any governmental or taxation authority in any other jurisdiction. അܜෳ჌ںࣈ߈ġᄗྦྷ࡬̣֥ڟۦഅ๠ܜෳ჌ںঢಥঢc ලຏԅᄆؑۦලݧᄩགྷۦලcӤͬۦԅྑௐҶӞ̣֥ࣛڟۦ๠ ࣛົᄯࠩ໻ԅࣈ߈ݧ၇ඔd 66. FATCA Deduction: refers to a deduction or withholding from a payment under any of this Contract, the Guarantee Contracts or the Pledge Contracts required by FATCA. ઌഅ࿌๠ఆġᄗڳঢಥ୞cਥ 67. US Tax Obligor: refers to ࡢ੖ĐĢݧڳୣนഅೌ࿉࿌౨ԅਥڴďྡྷĐ࠙ࣛఆďఢ (1) the Borrower, if it is resident for tax purposes in the US; or ·ලຏԅ࿌๠ఆēୣၽۦලݧᄩགྷۦලcӤͬۦ·ď֝Đ ͙ൎ॓ڳݧ௦ϦؑࣛၽਥדලຏԅϦۦලݧᄩགྷۦලcӤͬۦ dڳԄഅ࿉࿌౨ࣿၗဟਥ (2) an obligor some or all of whose payment under any of this Contract, the Guarantee Contracts or the Pledge Contracts are from sources within the US for US federal income tax purposes. ԛ֝ඨ Ӟࣛѕ૖ࠡ֍

Article 2 Commitment ලົຏӞࣛѕ૖ࠡ֍น214,000,000ਥ၍ďӖໟġ֞࿁ۦ· ྣஇഖ͆ฃਥ၍Đd The amount of the Commitment under this Contract shall be US$ 214,000,000 (in words two hundred and fourteen million US dollars). ճဟྸ࠼ЪܮԅӞࣛࠡ֍ē࠙ࣛఆϢԄၼұඔ௜d The Borrower is not allowed to withdraw any amount which has been repaid under this Contract again. ޥڳēճဟഀֺဟ2012ભ12ၥ26ఐஆ೧ԅw܊ලಓ໒ۦ· ලΩۜġۦලxďۦပຫ٤ഓෳݘӞࣛךڂࢗ֟࿟໻ 1510201201100000121Đຏ࠙ࣛఆྸ࠼ඔ௜ԅӞࣛᆇࠡē࠙ࣛ

ලົຏӞࣛᆇׂࠡ֟஍ඔۦ·ၟՇဟڑලԅပۦఆ࿫ྦྷ࡬౨೭ ලၟՇนᅹdۦӞࣛॆ๯ԅᄆؑྻ౨೭ڑēပܮ஍Ъ Once this Contract comes into effect, the Borrower shall prepay the loan under the China Development Bank Corporation Foreign Exchange Facility Contract ( Contract NO.: 1510201201100000121) entered into by the Lender and the Borrower on December 26, 2012 in accordance with the terms thereof before the disbursement of the Facility under this Contract. Payment of interest on such loan shall be made in accordance with the provisions of the aforesaid contract.

ԛసඨ Ӟࣛဈා

Article 3 Purpose of the Facility ࣛdޮٳලົຏӞࣛဈဟᄆؑ·ົંԅωۦ· ලົຏӞࣛᆇࠡdۦ·࠙ࣛఆϢԄ૓ဈ ๯d֠ؑޙՇڟලԅۦ·࠙ࣛఆ૓ဈӞࣛᆇࠡԅē࿫̟ზ The proceeds of the Facility shall be used for the payment of the acquisition price for the Project. The Borrower shall not appropriate the proceeds of the Facility. If the Borrower appropriates the proceeds of the Facility, punitive interests shall be accrued and paid by the Borrower in accordance with the provisions hereof.

ԛങඨ Ӟࣛ୙ຫ

Article 4 Term of Facility ලၟՇԅ೎ұඔࣛఐ୯ēᄠۦ·ලົຏԅӞࣛ୙ຫᆑۦ· ޙࣛఐĐᄘē٫ܮ܊ఐďᆫ·ܮΓӞࣛԅྡྷ܊ලၟՇԅᆫۦ· ලၟՇԅ೎ұඔࣛఐ୯ۦ·ࣚຫ୙ 12 ّၥ,ᆑۃၥďّ 60 ࣛఐdܮ܊ᆫڶఐ࢈ϢԄб·ܮΓඔࣛԅྡྷۥസĐdӬಾఉ The term of the Facility shall commence on the First Withdrawal Date, and end on the last Principal Repayment Date (i.e., the Final

Repayment Date), for a total term period of sixty (60) months (inclusive of a grace period of twelve (12) months, commencing from the First Withdrawal Date), provided, however, that the repayment date of any fund shall not be later than the Final Repayment Date.

׎ဈރԛ๔ඨ Ӟࣛॆ৑cॆ๯

Article 5 Interest Rate, Interest and Fees ྡྷc Ӟࣛॆ৑ 5.1 Interest Rate of the Facility ලԅӞࣛભॆ৑ϰဈ׼Վॆ৑ēၽ٤ഓďఉ࿉࠙ࣛఆۦ· юၔĐ౨ೇ෻юᄍ஍น ਥ၍ 6 ّၥ LIBOR+530BPēၽ٤ූނ นਥ၍ 6 ّၥ܊юၔĐ౨ೇ෻юᄍූނഓďఉ࿉࠙ࣛఆ LIBOR+480BPd The annual interest rate of the Facility shall be floating interest rate, which shall be USD LIBOR – 6 months plus 530BP prior to the completion of the Listing of relevant company (any Borrower Group Member) and shall be USD LIBOR – 6 months plus 480BP after completion of the Listing of relevant company (any Borrower Group Member).

ၽਤّॆ๯୙ࢗಳ஍०ّ࿯ྜఐԅ৞շನ޷ೌ૭ನাڴఢ ෉ᄴժອ࿫͑ੋఏร٤ϣ 6 ّၥਥ၍ LIBOR ͱޮēӞࣛఆࢶ ఆ੖࿟໻ဟ؞ॆ๯ڳၽ؞ॆ๯୙ࢗಳᄍ஍ඹᄉ࠙ࣛఆುဈᄯྻ ୙ࢗಳ஍ྡྷ࿯ྜఐ٤ϣԅ 6 ّၥਥ၍Ӟࣛॆ৑ӝ඙౨೭٤಴ᄯ ԅ 6 ّၥਥ၍ LIBORd If USD LIBOR – 6 months rate is not available on the Reuters terminals by the closing of business in London two Business Days prior to the commencement of each Interest Period, the Lender may, before commencement of such Interest Period, notify the Borrower to replace the USD LIBOR – 6 months stated in the above formula

with the 6-month USD loan interest rate published by the People’s Bank of China on the preceding Business Day of the commencement of such Interest Period. cॆ๯୙ۤؑ๯ఐ֝ 5.2 Interest Period and Interest Payment Date ලၟՇԅॆ๯୙ۦ·๯୙ෳēॆّྡྷ܊҂೎ّॆ๯୙ۤᆫ น 6 ّၥĐēॆ๯୙Ҷਤྡྷؑ๯ఐӲඟ୯ᄠຏྡྷؑ๯ఐ஍ྡྷඟ ԛྡྷّؑ๯ఐ஍ྡྷඟᄘdᆫ܊ᄘd೎ّॆ๯୙Ҷඔࣛఐ୯ᄠୣ ّྡྷ܊ఐ஍ԅؑ๯ఐӲఐ୯ᄠᆫ·ܮّྡྷ܊๯୙นᆫॆّྡྷ܊ ܮ·ఐԅ஍ྡྷఐᄘd Except for the first Interest Period and the last Interest Period, the term of Interest Periods herein shall be 6 months, each commencing from each Interest Payment Date to the day immediately preceding the next Interest Payment Date. The first Interest Period shall be from the Withdrawal Date to the day immediately preceding the first Interest Payment Date. The last Interest Period shall commence on the Interest Payment Date immediately prior to the last Principal Repayment Date and end on the day immediately preceding the last Principal Repayment Date. ලົۦ·ලၟՇԅؑ๯ఐน 6 ၥ 20 ఐۤ 12 ၥ 20 ఐ dۦ· ఐēॆ഻·ܮΓӞࣛԅྡྷ܊ලົຏᆫۦ·୙ؑ๯ఐนྡྷ܊ຏᆫ ·ூd The Interest Payment Dates herein shall be June 20th and December 20th. The last Interest Payment Date herein shall be the last Principal Repayment Date of the Facility, when all the accrued interests on the Facility and all the principal of the Facility shall be fully repaid at the same time. ఢျؑ๯ఐนׄ࿯ྜఐē႕؞ؑ๯ఐഈཛྷᄠຏྡྷّ࿯ྜ ຏྡྷّ࿯ྜఐူ؞ؑ๯ఐϢၽලྡྷၥᄯē႕؞ڴఐĢӬಾēఢ ๯ఐඔ஍ᄠୣ஍ྡྷّ࿯ྜఐdؑ If an Interest Payment Date is not a Business Day, such Interest Payment Date shall be postponed to the next Business Day; provided, however, if such next Business Day is not in the same

calendar month as such Interest Payment Date, such Interest Payment Date shall be advanced to the immediately preceding Business Date. సcॆ๯ԅޙസ 5.3 Calculation of Interest സēྡྷભ̟ 360 ఐޙఐ೴ޝ๯ྻӞࣛဥ֍นݮ҄ē̟ಬॆ ޙd The interest shall be calculated based on the Loan Balance and calculated on a daily basis, with 360 days a year. സ٤಴นġӞࣛဥ֍×Ӟࣛॆ৑×ອ࿫ॆ๯୙Ӟࣛޙ๯ԅॆ ಓඟ೴÷360 ఐd֟ޝಬ The formula for calculation of Interest shall be: Interest = Loan Balance × applicable Interest Rate × Total Number of Days in the relevant Interest Period ÷ 360 ങc׎ဈ 5.4 Fees ďྡྷĐ஍ժ׎ 5.4.1 Up-front Fee ࠙ࣛఆල࿉຿Ӟࣛఆᄆؑ஍ժ׎ 20 ฃਥ၍d࠙ࣛఆ࿫ၽ ԅ 60 ఐઝߜ؞஍ժ׎ᄆؑᄠӞࣛఆᄗՇԅ჌܊ලಓ໒ۦ· dܮெ໹ຏ࢈Ϣိֲۥd؞஍ժ׎ၽఉܜ The Borrower agrees to pay the Lender an up-front fee in the amount of US$ 200,000, which shall be paid by the Borrower to a bank account designated by the Lender within sixty (60) days after this Contract comes into effect. Such up-front fee shall be non- refundable in any circumstances. ď֝Đѕ૖׎ 5.4.2 Commitment Fee Շ຿Ӟࣛఆᄆؑѕ૖׎dѕ૖׎ԅڟ࠙ࣛఆල࿉̟ზ·ࣛ ඔࣛޝඔࣛࠡ֍×ѕ૖׎ભ׎৑×ಬޝസ٤಴นġѕ૖׎=ಬޙ ޝಓඟ೴÷360dѕ૖׎ભ׎৑น 0.5%ēඔࣛࠡ֍ಬ֟ޝࠡ֍ಬ

സᄠ೎ұඔࣛఐᄘd࠙ࣛޙලಓ໒ᄍఐ୯ࢗಳۦ·ಓඟ೴ᆑ֟ ԅ 15 ఐઝߜ౨೭ѕ૖׎ᄆؑᄠӞࣛఆᄗ܊ඔࣛఐޝఆ࿫ၽಬ Շԅ჌ܜd The Borrower agrees to pay the Lender a commitment fee in accordance with the provisions of this Section 5.4.2: such commitment fee shall be calculated pursuant to the following formula: Commitment fee = the actual utilized amount of the Commitment × Rate of Commitment fee × Total Number of Days for the actual utilized amount of the Commitment ÷ 360. The rate of commitment fee shall be 0.5% per annum. The number of days for the utilized amount of the commitment fee shall be calculated commencing from the effective date of this Contract and ending on the First Withdrawal Date. The Borrower shall pay such commitment fee to a bank account designated by the Lender within 15 days of its withdrawal of the Facility.

༣ඔࣛԅēྙ࿫̟ზ౨ޟඔࣛ୙࠼Ӟࣛఆල࿉ڶ࠙ࣛఆб ೭ၟՇᄆؑѕ૖׎d Where the Borrower withdraws the Facility beyond the Drawdown Period but the withdrawal is otherwise consented to by the Lender, the Borrower shall pay the Lender a commitment fee pursuant to the preceding paragraph.

ࣛۤ૓ဈӞࣛԅॆ๯ܮԛঢඨ ဧ୙

Article 6 Interests for Overdue Payment and Appropriation of the Facility ·ලݧ࠙࡬ԅၟՇЪؑӾ୙ԅӞࣛۦ·cయ࠙ࣛఆร̟ྡྷ ဧ୙ॆ๯ēᆑ؞ࣛົӾ୙ೌޙ๯ۤ/ݧ׎ဈēӞࣛఆߜ຿࠙ࣛఆ นᄘēဧ୙ॆ৑นӞࣛॆ৑ަ౨ܮڢᄍఐಳēᄐᄠဧ୙ࣛົ 1%d

6.1 In the event that the Borrower fails to pay any due and payable principal, interest and/or fees as provided by this Contract or IOU, the Lender shall be entitled to collect penalty interest for such unpaid amount from the Borrower from the due date up to the date of actual payment thereof. The interest rate for any unpaid amount shall be 1% higher than the interest rate for the Facility . ဧ സ٤಴นġဧ୙ࠡ֍×ဧ୙ॆ৑×ဧ୙ఐ೴÷360 ఐdޙ୙ॆ๯ԅ ᄆؑӞࣛఆ؞ԉဧ୙ॆ๯dއ࠼Ӟࣛఆྑௐē࠙ࣛఆ࿫ो The calculation formula for overdue interest shall be: Overdue Interest = Overdue Amount × Overdue Interest Rate × Total Number of Overdue Days ÷ 360. The penalty interest on any Overdue Amount shall be immediately payable on demand by the Lender.

ලၟՇԅဈාರဈӞࣛēӞࣛఆߜۦ·cయ࠙ࣛఆร̟֝ ຿࠙ࣛఆޙೌ૓ဈӞࣛॆ๯ēᆑ૓ဈᄍఐಳᄐᄠ૓ဈ໻นԄӾ ࡏჾนᄘē૓ဈӞࣛ֠๯ॆ৑นӞࣛॆ৑ަ౨ 3 %d 6.2 In the event that the Borrower fails to use the Facility for the purposes provided for herein, the Lender shall be entitled to collect default interest on any Appropriated Loan from the Borrower from the date of appropriation until such failure is rectified. The interest rate on any Appropriated Loan shall be 3% higher than the interest rate for the Facility . സ٤಴นġ૓ဈӞࣛࠡ֍×૓ဈӞࣛ֠ޙ૓ဈӞࣛॆ๯ԅ ᄆؑއ๯ॆ৑×૓ဈఐ೴÷360 ఐd࠼Ӟࣛఆྑௐē࠙ࣛఆ࿫ो Ӟࣛఆ؞ԉ૓ဈӞࣛ֠๯d The calculation formula for the Interest on the Appropriated Loan shall be: Interest on the Appropriated Loan = Amount of Appropriated Loan ×Interest Rate on the Appropriated Loan × Total Number of Appropriation Days ÷ 360. Such default interest on any Appropriated Loan shall be immediately payable on demand by the Lender. ఐē࠙ࣛఆఏรЪؑဧ୙ࠡ·ܮసcయӾຏྡྷّؑ๯ఐݧ

֍ۤ/ݧ૓ဈԅӞࣛ·๯ēӞࣛఆߜϰဈӲ୙ԅອ࿫֠๯ॆ৑࡜ ॆ؏d؞ԉॆ؏ೌޙဧ୙ࠡ֍ۤ/ݧ૓ဈࠡ֍̟ॆ๯୙຿࠙ࣛఆ ᄆؑdއ࿇࿫ो 6.3 If the Borrower has still not paid any Overdue Amount and/or the appropriated principal and interest by the next Interest Payment Date or Principal Repayment Date, the Lender shall be entitled to collect compound interest from the Borrower applying the relevant penalty interest rate on the Overdue Amount and/or Appropriated Loan applicable in the relevant Interest Periods. Such compound interest shall be paid immediately. ങcൎပဧ୙ࠡ֍ۤ૓ဈࠡ֍ԅӲ୙֠๯ॆ৑࿫഻Ӳ୙Ӟ സॆ๯dޙխדࣛॆ৑׼Վē 6.4 The penalty interest rates for all Overdue Amount and Appropriated Loan for each period shall fluctuate with the applicable interest rate of the Facility in each such period, and the interest shall be calculated on the basis of each period. ဧ୙ရ૓ဈē֠๯ॆ৑႔ୣᄷრdޛලྡྷΓӞࣛڴ๔cఢ 6.5 If any proceeds of the Facility are both appropriated and overdue in repayment, the higher between the penalty interest rate for appropriation and that for the Overdue Amount shall apply.

ԛ୞ඨ ᆑѴᆇࠡ

Article 7 Self-raised Capital

ဟӞࣛѕ૖ࠡغᄯ࠙ࣛఆ༖ᆑѴԅົંᆇ·ࠡ࿫ંົ· ୣ൐ֺྻຣࠡۤ/ݧંγ୲ྜԅᄃ௪ԅ໹ރ֍ēୣᄯͧࣳ֟୯ఆ ԅᆇСd؞ົંᆇ·ࠡ࿫ၽ࠙ࣛఆܮ಴ᅟద࠙ࣛఆԅํ࿌๠Ъ ලົຏӞࣛᆇࠡ஍Ӿสdۦ·ලԅၟՇඔ௜ۦ·ზ̟ For the purpose of this Project, the Project Capital, which shall be raised by the Borrower, shall be more than the Commitment, including infusion to the Borrower of cash and/or securities of the

Target Company by the Sponsors and others, which the Borrower does not have any obligation to repay. Such Project Capital shall be raised and put in place before the withdrawal of the Facility by the Borrower pursuant to the terms of this Contract.

ԛ̶ඨ ඔࣛ஍ඔඨߑ

Article 8 Conditions Precedent for Utilization ,࠙ࣛఆඔࣛԅ஍ඔඨߑͧࣳྻຏԛྡྷc֝cసࣛ௦Ϧઝఘ सਁ࿉ԙိྻਁۦၽඔ௜Ӟࣛᄍ஍ēྻຏਤྡྷඨߑ࿫গӞࣛఆ ᆠݧრဎӞࣛఆྻೠੋ໹಴ိྻׂ୹ġ The conditions precedent to the Borrower’s withdrawal shall include all of the following under Section 8.1, 8.2 and 8.3 hereunder, each of which shall be satisfied to the reasonable satisfaction of the Lender or waived in writing by the Lender before the withdrawal of the Facility: cӞࣛఆྸೌӾྻຏำߑݧϫॸďయඔ٢ԅำߑׄၐྡྷ ߑēඔ٢ֺ࿫ඔ٢ყಬc෻ჼயூ๩ࢶՠԅ؏࿦ߑĐġ 8.1 The Lender shall have received the following documents or data (if any of the provided documents are not originals, the provider of the documents shall provide true, complete and legible copies thereof): ďྡྷĐݮ·ำߑ 8.1.1 Basic Documents 1cนӞࣛఆఊࢶԅ࠙ࣛఆԅ٤ഓᅟЈᄃೠc٤ഓჃёc ੠Јc٤ഓᄩགྷ੠ЈďఢڕغރՊ੠Јc٤ഓՌಹڂ٤ഓ ѻ࡮ԅ٤ഓӉ༣ᄃੜೠď໰၃॥ٲݯޚပĐcࢗਃ௵ӻ٤ഓԈ ᄃੜೠĐĢۚ (1) The Borrower’s incorporation certificate, memorandum and articles of association, register of shareholders, register of directors and officers, pledge certificate (if any), certificate of good standing issued by the company registration authority of Cayman Islands; सఊࢶۦ໹಴ωนӞࣛఆैژۦ2cٔ࡬юोԙ֥৐ē׸

֥ۦԅᄃੜّْӤͬఆďّఆӤͬఆ҂ෳĐْۤ֟୯ఆᄩགྷఆ ලӞࣛۦ·آ؍ำߑďӉ༣୙ຫ࿫ޚပ໒Ӊ༣ԅᅟЈԈރюो ౥࿟໻҂ෳĐԅᆦᄎ໿ͧރ୙ຫĐĢّْӤͬఆďّఆӤͬఆ ੠Јc٤ഓᄩڕغރՊ੠Јc٤ഓՌಹڂำߑďఢჃёc٤ഓ ԅϭ๠ޙભէ࠼ಌޙᆫ࠭సّݖמགྷ੠ЈďఢပĐĐĢစྜ૊ ԅϭ๠ͱζĢޙભէ࠼ಌޙစྜؖ੖ᆫ࠭०ّݖރͱζྻ (2) registration and incorporation certificates certifying the legal establishment and valid existence (the term of existence shall cover the term of this Contract) of each Guarantor (other than an individual Guarantor and Baoshang Bank) and each Sponsor Pledgor according to the law of the location of establishment; each Guarantor’s constitutional documents (such as memorandum and articles of association, register of members, register of directors and register of charges (if any)) and audited financial statements for the past three years of Yongye Nongfeng and audited financial statements for the past two years of Yongye Fumin, all of which shall be in customary form and reasonably satisfactory to the Lender; ᄃੜำߑĢך3cّఆӤͬఆԅಆ (3) Identity documents of the Individual Guarantors; ۦ·ල࿉࠙ࣛఆஆՈۤো໻ٲ௣ॏݯڑ4c࠙ࣛఆԅပ ำߑԅࢅ࿐Ģڑԉୣ൐ပۆලၟՇԅѕ૖ۦ·ලc (4) Resolution of relevant corporate authority of the Borrower approving the Borrower to execute and perform this Contract, the Commitment Letters and other relevant documents required by this Contract; ۆලၟՇԅѕ૖ۦ·ලcۦ·5c࠙ࣛఆԅ೑௣ӝζஆՈ ౨೭ރ٤ഓ೑௣ำߑēྻڑำߑԅ೑௣ೠݧୣ൐ອڑԉୣ൐ပ ೑௣ӝζԅஆᆓྂ·Ģ (5) A Power of Attorney or other relevant corporate authority of the Borrower authorizing an authorized representative of the Borrower to execute this Contract, the Commitment Letters and other relevant documents on behalf of the Borrower, and the specimen of signatures of such authorized representative;

6cّْӤͬఆďّఆӤͬఆ҂ෳĐْۤ֟୯ఆᄩགྷఆԅ ල࿉؞Ӥͬఆۤ؞֟୯ఆᄩགྷఆஆՈۤো໻ٲ٤ഓ௣ॏݯڑပ ำڑԉୣ൐ပۆලၟՇԅѕ૖ۦ·ලcۦලcᄩགྷۦӤͬڑပ ߑԅࢅ࿐Ģ (6) Resolutions of relevant corporate authority of each Guarantor (other than an Individual Guarantor) and each Sponsor Pledgor approving such Guarantor and such Sponsor Pledgor to execute and perform relevant Guarantee Contract, Pledge Contract, Commitment Letters and other documents required by this Contract; 7cّْӤͬఆďّఆӤͬఆ҂ෳĐْۤ֟୯ఆᄩགྷఆԅ ۆලၟՇԅѕ૖ۦ·ලcۦලcᄩགྷۦӤͬڑ೑௣ӝζஆՈပ ౨೭ރ٤ഓ೑௣ำߑcྻڑำߑԅ೑௣ೠݧୣ൐ອڑԉୣ൐ပ ೑௣ӝζԅஆᆓྂ·Ģ (7) A Power of Attorney of each Guarantor (other than an Individual Guarantor) and each Sponsor Pledgor or other relevant corporate authority of such Guarantor or Sponsor Pledgor authorizing its authorized representative to execute the Guarantee Contract, Pledge Contract, Commitment Letters and other documents on behalf of such Guarantor or Sponsor Pledgor, and the specimen of signatures of such authorized representative; ලඔ٢ԅᆇॸcۦ·ဟୣ຿Ӟࣛఆ࡜ڑ8c࠙ࣛఆѻ࡮ԅ ᄵ໹಴ē࢈นۥڶำߑۤ໰๯ēํৢಾೠੋݧࣇ෈ԅēํৢඹ ყಬcပ໒c෻ჼԅďఢน؏࿦ߑcు੍ߑcҎყߑԉē႕ୣ ࿥৾c༔ެc๢ӽ໿ч೭ݧᄷӖۥၐߑྡྷᄡĐēயϢӉၽఉူ Ģۆরԅѕ૖ྫྷ (8) A Commitment Letter issued by the Borrower representing that all information, documents and communications, whether in writing or verbal, relating to this Contract provided by the Borrower to the Lender, regardless of the means they were conveyed, are true, valid and complete (for photo copies, scanned copies and faxed copies, they are identical to the originals), and there has been no concealed or false information, misleading representation or gross omission.

ဟୣ຿Ӟࣛఆڑ9cّْӤͬఆďͧ౥࿟໻҂ෳĐѻ࡮ԅ ලඔ٢ԅᆇॸcำߑۤ໰๯ēํৢಾೠੋݧࣇ෈ԅēํۦ·࡜ ᄵ໹಴ē࢈นყಬcပ໒c෻ჼԅďఢน؏࿦ߑcుۥڶඹৢ ࿥৾c༔ۥߑcҎყߑԉē႕ୣူၐߑྡྷᄡĐēயϢӉၽఉ੍ dۆc๢ӽ໿ч೭ݧᄷӖྫྷরԅѕ૖ެ (9) Commitment Letters issued by each Guarantor (other than Baoshang Bank) representing that all information, documents and communications, whether in writing or verbal, relating to this Contract provided by such Guarantor to the Lender, regardless of the means they were conveyed, are true, valid and complete (for photo copies, scanned copies and faxed copies, such copies they are identical to the originals), and there has been no concealed or false information, misleading representation or gross omission. Ӟۦᄃੜďْᄃੜ࿫׸ى10cّْ֟୯ఆᄩགྷఆѻ࡮ԅ߬ ලᄍఐ஍ၟՇԅ໹಴Đdۦ·ࣛఆۤ࠙ࣛఆၽ (10) Closing Certificate (in each case in the form agreed by the Lender with the Borrower prior to the date of this Contract) issued by each Sponsor Pledgor.

ำߑڑೄӎಠပܯຢפރď֝ĐӤͬ 8.1.2 Documents related to Guarantee and Risk Relief Measures Շԅ࿫ᆴนඔࣛ஍ඔඨߑԅྻڟලԛ֝ಥసඨൎۦ·1c ຏำߑġ ď1ĐThe following documents which shall be part of the conditions precedent to withdrawal as required by Article 23 of this Contract: Շԅ࠼ൎ౿ֺْುӲڟලԛ֝ಥసඨԛྡྷࣛൎۦ·ď1Đ Ģۆලۤѕ૖ۦලcᄩགྷۦஆ೧ԅӤͬ (a) the Guarantee Contracts, the Pledge Contracts and Commitment Letters duly signed by the relevant parties as required by Article 23.1; ᅥॆ௣ԅຏॹำߑġמဟစྜ૊ڑď2Đ

(b) the following documents related to the Patents of Yongye Nongfeng: i. ֟ੜᅥॆᄃೠ؏࿦ߑĢ i. Photocopy of Patent Certificate; ϥ،·؏࿦ߑĢޚii.ᅥॆԈ ii. Photocopy of the duplicate of the Patent Registery; iii.ᆫ࠭ྡྷ୙ԅᅥॆભ׎ߺ׎ଽᄃ؏࿦ߑd iii. Photocopy of the payment voucher of patent annual fee for the latest year. ď3Đᄃੜࠉᄠඔࣛఐ๑ᆐಃຕಓ̟ზ࠙ࣛఆඔѻԅயน Պఔڶ෇ᆇຣࠡ 1200 ฃਥ၍ඹٲӞࣛఆఊࢶԅොೇ߬྾ࠒ ԅ໻นēྸ࠼ٔ࡬ᄯڂ୔ඹڂ ௜Ԅ Full Alliance1,818,182 ෳݘଛᅹڑՇݦԄୣ࿫௜Ԅԅပڟԅڟෳݘ֥৐֥ڑပڳ ԅᄃੜำߑĢޚݧԈ/ۤ (c) documents evidencing that as of the Withdrawal Date, Mr. Wu Zishen has obtained relevant foreign exchange approvals and/or registrations pursuant to relevant PRC foreign exchange administration laws and regulations in terms of subscription of 1,818,182 shares of Full Alliance through Orient Blossom with cash US$12 million under the privatization transaction structure as proposed by the Borrower and agreed by the Lender; ำߑdڑՇนඔࣛ஍ඔඨߑԅပڟලᄯੜ௲ۦ·ୣ൐ၽ(4) (d) any other relevant document that is expressly required by this Contract as a condition precedent for the withdrawal of the Facility. Շԅ࠼ֺْುӲஆ೧ԅసֺ჌ڟලԛಥঢඨԛങࣛൎۦ·2c ໘࿐dڕ޳ܜ ď2Đ The triparty Account Supervision and Management Agreement required in Section 16.4 has been duly executed by the parties thereto. Շԅ࠼ֺْುӲஆ೧ԅࠒസᆇڟලԛಥྡྷඨԛసࣛൎۦ·3c ໘࿐dڕЪႯᆇࠡพ෡޳ރࠡ

(3) The Agreement of Supervision and Management of the Settlement and Loan Repayment Funds required in Section 11.3 has been duly executed by the parties thereto.

ำߑڑďసĐ·ົંပ 8.1.3 Documents related to the Project γ୲ંރྻ ᆐ٤ഓcFull Allianceંົٳֺcωٳ1c࠼ω ುӲஆ೧ԅēྸ࠼Ӟࣛఆၽୣஆ೧஍ճୣ໹಴ۤઝఘೠੋ௲ྜ ໘࿐Ģٳఊఊࢶԅω (1) The Acquisition Agreement duly signed by the Acquiror, the Merger Sub, Full Alliance and the Target Company, in the form and substance accepted by the Lender in writing prior to its execution. ԅำߑĢڑֺುӲஆ೧ԅူ·ົંပْڑ2cୣ൐࠼ပ (2) Other Project related documents duly signed by relevant parties thereto. γ୲ྜԅંٳֺೌٳ໘࿐ྸ࠼ುӲஆ೧cωٳ3cᄃੜω ໘࿐ᄯ௲ՇԅΡྑ٤ഓζٳՊӖݖ̟ზωڂ໻นྸ࠼ંγ୲ྜ ำߑĢڑࢅ௣ଛᅹԅပ (3) Relevant documents evidencing the Acquisition Agreement has been duly signed, and the Acquiror’s acquisition of the Target Company has been approved by the Requisite Company Vote (as defined in the Acquisition Agreement) of the shareholders meeting of the Target Company. γ୲ྜԅ໻ંٳֺೌٳԅ֥৐ēᄃੜωޥڳڑ4cٔ࡬ပ ϦਪଛᅹԅำߑdҮෳē࠙ࣛఆ࿫຿Ӟࣛڕჿ؉޳ڑนྸ࠼ပ ᄃ௪߬྾พၔڳ೑௣ӝζஆ೧ԅᄃੜēഊੜਥ֥ۦఆඔ߬࠼ୣ Շൎᆴѻڟڟ͙ᄃ௪֥৐֥॓ڳݖྸ࠼ඹᄉ࠙ࣛఆୣճٔ࡬ਥ ᄃ௪߬྾พၔݖԅပڳԅ໰๯ଜঽํࠩྡྷϤԅ࿉ߎēωؘ౨ਥ ďఢပĐĢ؏ݍ࿉ߎۤڑ (4) Documents evidencing the Acquiror’s acquisition of the Target Company has been approved by relevant governmental authorities pursuant to the applicable laws of relevant jurisdictions.

Additionally, the Borrower shall provide the Lender with a certificate signed by a duly authorized representative certifying that US Securities and Exchange Commission has informed the Borrower that it has no further comments on the public disclosure required by United States federal securities laws and rules and attach thereto any comment letters and responses from the US Securities and Exchange Commission (if any); ·γ୲ྜԅົંᆇ·ࠡྸ̟ંٳֺᆑѴԅဈဟωٳ5cω ᄃੜำڑԉပڟۦ֥ۦලၟՇᆠ֍Ӿสēωඔ٢ᆇࠡࣿၗۦ ఊߺᆇڶୣ൐ֺྸ࠼ඹރֺ॓ڑՊۤ/ݧୣڂֺٳᄃੜωއߑē ֺඔ٢ॴᆙ֍Ϣٳࠡۤ/ݧྻᅟదંγ୲ྜԅᄃ௪ԅ໹಴຿ω· ᄃੜำߑĢڑලԛ୞ඨൎၟՇԅົંᆇ·ࠡᆙ֍ԅອۦ·౲ဟ (5) The Project Capital to be raised by the Acquiror for the purpose of acquiring the Target Company has been fully put in place pursuant to the requirements of this Contract and the Acquiror shall provide relevant documents evidencing the sources of such capital are lawful and comply with relevant rules, i.e., documents evidencing the shareholders of the Acquiror and/or their Affiliates and others have provided to the Acquiror an amount which is no less than the total amount of the Project Capital specified in Article 7 of this Contract, whether by subscribing and contributing share capital and/or by infusion of securities of the Target Company; 6c࠼࠙ࣛఆԅྡྷ੠Ռಹஆ೧ԅᄃੜࠉᄠඔࣛఐġď1Đٔ ď2Đωރ஍ඔඨߑ࢈ྸਁᆠݧׂ୹ēٳ໘࿐௲Շԅωٳ࡬ω ໘࿐ճֺْћ༣c෻ჼပ໒dٳ (6) A certificate duly signed by a Director of the Borrower certifying as of the Withdrawal Date that: (1) all the conditions precedent to the Acquisition required by the Acquisition Agreement have been satisfied or waived, and (2) the Acquisition Agreement remains in full force and effect. Պ੠Јēζੜڂ࠙ࣛఆ੻٤ഓԅރՊ੠Јڂ7c࠙ࣛఆԅ ၽඔࣛఐ֟୯ఆďFull Alliance ҂ෳĐ࿺ပ Full Alliance ௦Ϧྸ ē࠙ࣛఆךڂēFull Alliance ࿺ပ࠙ࣛఆ௦Ϧྸ֟໻ךڂ໻֟

࠼຿ୣћပఆပ໒֟໻ωᄆؑ෻Θdྸךڂԅ௦Ϧྸ֟໻ (7) The Borrower’s register of shareholders and its parent’s register of shareholders, indicating that on the Withdrawal Date, the Sponsors (other than Full Alliance) own 100 per cent of the issued share capital of Full Alliance and Full Alliance owns 100 per cent of the issued share capital of the Borrower, and all such shares of the Borrower have been effectively issued to the holders thereof and fully paid-up. ໘ٳՇēωڟωჃёďୣᄯۦ8cྸஆ೧Ӭรγੜఐ୙ԅ ܊ωჃёۦӒᄼ๠ு΁̣؞ܟωrߜဟ຿ઝۦ࿐ᄯൎՇ࿌ԅq ڕγ୲ྜල࿉ԅ෡ંރಓ໒Đēྸဎٔ࡬࠙ࣛఆcӞࣛఆއो ᄗڕdٔ࡬؞෡ڕᄗವᄗՇԅӝसఆďq΁̣ӝसఆrĐ෡ ವēંγ୲ྜۤ࠙ࣛఆᄗವ΁̣ӝसఆၽંγ୲ྜۤ࠙ࣛఆೌ Ӓᄼ๠ு΁̣ܟӾؑࣛӝसఆ௲ఊďՇ࿌ߎຏำĐԅఐ୙຿ઝ ࣛӝसఆ௲ఊؑڴωჃё౨γੜ؞ఐ୙ďఢۦωჃёēωၽۦ ωۦރӾē႕΁̣ఐ୙ೌ΄܊Ӓᄼ๠ுჾШٝᆴನ޷ᄍܟၽઝ Ⴣё౨γੜԅఐ୙นࠥঃԅຏྡྷّ࿯ྜఐĐd (8) Delivery of the executed and undated Articles of Merger (providing for the “Merger” as defined in the Acquisition Agreement to be consummated immediately on filing with the Secretary of State of the State of Nevada ) to be held in escrow by an agent (the “Registration Agent”) appointed on the basis of escrow instructions agreed between the Lender, the Borrower and the Target Company pursuant to which, among other things, the Target Company and the Borrower direct the Registration Agent to file the Articles of Merger with the Secretary of State of Nevada on, and to date the Articles of Merger the date of, the date of its receipt of the Pay Agent Confirmation (as defined below) (or the immediately succeeding business day in the event the Pay Agent Confirmation is received after normal business hours for the Secretary of State of Nevada).

ďങĐ֥৐࿉ߎೠ

8.1.4 Legal Opinions ලۦᄩགྷރලۦӤͬڑලۤပۦ·1c࡮ပᆇٌԅ৐ൎ࡜ ;໿৐ಝ࿉ߎैژ໿cပ໒໿ѻ࡮ԅ֥ۦԅ (1) Legal opinions issued by qualified law firms opining as to customary matters regarding the legality and validity of this Contract and relevant Guarantee Contracts and Pledge Contracts; ֥ۦ2c࡮ပᆇٌԅ৐ൎ຿Ӟࣛఆѻ࡮࡜֟୯ఆᄩགྷఆԅ ௣ຫஆ೧c߬ؑωো໻דပ໒Ӊ༣Ģٔ࡬Ⴣёୣ࿺ပѩރюो Ģୣྸ෻юΡྑઝϦࢅІё༝ۆѕ૖ރලۦලၟՇԅᄩགྷۦ· ԅ৐ಝۆѕ૖ރලۦලၟՇԅᄩགྷۦ·೑௣ஆ೧c߬ؑωোྻ ࿉ߎĢ (2) Legal opinions issued by qualified law firms to the Lender opining regarding the Sponsor Pledgors are duly incorpored and validly existing; the Sponsor Pledgors have all requisite power under their memorandum and articles of association to execute, deliver and perform the Pledge Contracts and the commitment letters under this Contract; the Sponsor Pledgors have taken all requisite corporate actions to authorise the executionēdelivery and performance of the Pledge Contracts and the commitment letters; ࣯৐ಝಹ๠ൎ࡜ྻຏಹົൎѻ࡮ԅগӞࣛఆਁ࿉ԅۑ3c ର߬ڂ NASDAQ ڶ৐ಝ࿉ߎġď1Đࠉᄠඔࣛఐ๑ᆐಃຕಓඹ ৹ٳұൎ֝ד྾ೇЦဟ 2011 ભ 6 ၥ 14 ఐۤ 2011 ભ 6 ၥ 15 ఐ ෳݘޥڳԅ໻นēํ༓ྦྷ࡬wڂ୔ඹڂ 555,000 ޙۦγ୲ྜં ё෇ᆇෳֲރࡂෳඋ೙ંԅ٤ഓకᆇڶဟࡂઝࡢ੖ඹڑसࡥڕ ඕԅඹᄉxďྻຏ߅ыqෳݘ 75 ۜำrĐ௜Ԅูڑसပڕݘ Ģď2Đճဟစྜ໰෡ďYongyeޚࡂෳ෇ᆇֲё෇ᆇෳݘԈ TrustĐࠉᄠඔࣛఐћပ Full Alliance ୙௣ԅ໻นēͧࣳ๑ᆐಃ ᆑ௶ఆᆴนစྜ໰෡ďYongye TrustĐԅڳᄯڑຕಓၽઝԅပ พ෡ఆۤ/ݧ೓࿍ఆēํ༓ྦྷ࡬ෳݘ 75 ۜำ௜Ԅࡂෳ෇ᆇֲё ဟࡂઝّఆϵڑसࡥڕෳݘޥڳēྙํ༓ྦྷ࡬wޚ෇ᆇෳݘԈ ඕԅඹᄉx௜Ԅูڑसပڕෳݘܣޙ௣ݷृڂࡂෳ౨ೇ٤ഓူ dޚෳݘۢᅹۤ/ݧԈڑပ

(3) a legal opinion reasonably satisfactory to the Lender issued by Han Kun Law Offices in connection with the following issues: (1) as of the Withdrawal Date, Mr. Wu Zishen’s two acquisitions of the Target Company’s shares in a total number of 555,000 shares on the NASDAQ Stock Exchange respective on June 14, 2011 and June 15, 2011 are not required to obtain the overseas investment foreign exchange registration for the round-trip investment in accordance with Circular of the State Administration of Foreign Exchange on Relevant Issues concerning Foreign Exchange Administration of Financing and Inbound Investment through Offshore Special Purpose Companies by PRC Residents(“SAFE Circular No.75”);(2) as of the Withdrawal Date, in terms of being granted of the options of Full Alliance by Yongye Trust, the Chinese individuals, including Mr. Wu Zishen, being the settlors and/or beneficiaries of Yongye Trust are neither required to obtain overseas investment foreign exchange registration for the round-trip investment in accordance with SAFE Circular No.75 nor relevant foreign exchange approval and/or registration in accordance with Circular of the State Administration of Foreign Exchange on Issues Related to Foreign Exchange Administration in Domestic Individuals' Participation in Equity Incentive Plans of Companies Listed Abroad. ď๔Đୣ൐ำߑ 8.1.5 Other Documents Շ຿Ӟࣛఆ֟ѻ࠼ುӲඡໟԅඔڟලۦ·1c࠙ࣛఆྸ̟ ࣛಃைೠďٌ಴ߎؘߑ 1Đd The Borrower shall have submitted to the Lender duly completed Drawdown Request (in the form of Annex 1 hereto). ďঢĐؑࣛӝसఆ໘࿐ 8.1.6 Pay Agent agreement Ӟࣛఆ࿫ྸူؑࣛӝसఆՈोॴၽ໹಴ۤઝఘ౨ރ࠙ࣛఆ ڟ࢈นӞࣛఆൎࠄ೓ԅ໘࿐ďqؑࣛӝसఆ໘࿐rĐēୣᄯ Շēؑࣛӝसఆල࿉ďaĐၽୣೌӾ෻ю·ົંൎ༓ԅൎပᆇ ຿΁̣ӝसఆඔ٢௲ఊއो܊ࠡďͧࣳӬϢຫဟົંᆇ·ࠡĐ

ಓ໒ನรၽ΁̣ٳωڴďqؑࣛӝसఆ௲ఊrĐēயďbĐఢ ωჃёိྻ΁̣ԅ࿯ۦලԛ 8.1.3ď8Đඨߜۦ·ӝसఆ࿫ٔ࡬ ӾԅӞࣛᆇೌܜఐӲඟ֟ಓē႕ؑࣛӝसఆ༓ߜୣҶӉࣛ჌ྜ Ӟࣛఆdٓܮࠡᄐࠄֲ The Borrower and the Lender shall have entered into an agreement with the Pay Agent in form and substance acceptable to the Lender (the “Pay Agent Agreement”) pursuant to which, among other things, the Pay Agent agrees to (a) provide immediate confirmation (the “Pay Agent Confirmation”) to the Registration Agent upon Pay Agent’s receipt of all funds required to consummate the Project (including, without limitation, the Project Capital), and (b) return directly to the Lender the proceeds of the Facility received by Pay Agent from the Deposit Account in the event that the Acquisition Effective Time has not occurred on the Business Day on which the Articles of Merger are to be filed by the Registration Agent pursuant to Section 8.1.3(8).

ܜcົં჌֝ 8.2 Project Accounts ࠒസ࠼͗໻ࢗोॴൎပົંރ໻דďྡྷĐ࠙ࣛఆྸၽ࠼͗ ჌ܜēͧࣳӉࣛ჌ܜރЪႯᆇࠡᅥဈ჌ܜĢ 8.2.1 The Borrower shall have opened all Project Accounts with the Lending Office and the Settling Office, including the Deposit Account and the Special Account for Loan Repayment; ڢၽ࠼ӞࣛఆᄗՇԅӝस໻ࢗोॴೌదྸמď֝Đစྜ૊ ໘࿐ēճڕ޳ܜēωူӞࣛఆc؞ӝस໻ஆՈॴసֺ჌ܜ჌ނ dڕᄯԅೌదಬಠసֺ޳ܜ؞჌ 8.2.2 Yongye Nongfeng shall have opened the Revenue Sweep Account with the agent bank designated by the Lender, and signed a triparty Account Supervision and Management Agreement with the Lender and such agent bank for the management and supervision of the revenues in the account. dܜ჌܃ד໻ࢗोॴדၽ࠼͗ྸמďసĐစྜ૊

8.2.3 Yongye Nongfeng shall have opened a Dividend Payment Account with the Lending Office of the Lender.

సcୣ൐ඨߑ 8.3 Other Conditions ༣෻௦ပ໒ēร֟ಓᄷӖดၟēྙร֟ಓޟලۦ·ďྡྷĐ ໘࿐Đdٳ٤ഓᄷӖϢॆ࿵ູďୣՇ࿌ߎω 8.3.1 This Contract shall remain in full force and effect and no Major Default shall have occurred and no Company Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred. ď֝ĐᄷӖч೭ۤͬᄃ࢈ყಬc෻ჼcᅹ௲cပ໒d 8.3.2 The Major Representations and Warranties shall be true, complete, accurate and valid. ďసĐร֟ಓࣅᄥ௣έٗd 8.3.3 No Change of Control shall have occurred. ලԛۦ·ۦලďၽ׸ۦලۤᄩགྷۦලຏԅӤͬۦ·ďങĐ ୯ఆᄩགྷఆ࢈֟ރ༣෻௦ပ໒ēӤͬఆޟඨԅ஍ඔຏĐ࢈ 8.3.7 ලၟՇԅ໻นēྙร֟ಓ٤ۦලۤᄩགྷۦร֟ಓᄷӖดֱӤͬ ໘࿐ĐdٳഓᄷӖϢॆ࿵ູďୣՇ࿌ߎω 8.3.4 All the Guarantee Contracts and Pledge Contracts under this Contract shall (subject to Section 8.3.7 of this Contract) remain in full force and effect, there shall have been no material violation of any provisions of any Guarantee Contract or Pledge Contract by any Guarantor or Sponsor Pledgor, and no Company Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred. ලԛ 8.3.7 ඨۦ·ۦďၽ׸ۆѕ૖ڑලຏԅပۦ·ď๔Đ ༣෻௦ပ໒ēѕ૖ఆၽ௦ϦᄷӖֺੋร֟ಓดޟԅ஍ඔຏĐ࢈ ၟՇԅ໻นdۆѕ૖ֱ 8.3.5 All the Commitment Letters under this Contract shall (subject to Section 8.3.7 of this Contract) remain in full force and effect and none of the parties making the commitments shall have breached the terms of any Commitment Letter in any material

respect. ලྑௐ࿫͗सԅْۦ·ԙ௕֥৐ݧۤޥڳڑďঢĐྦྷზອ ԉ್༣ྸྦྷ֥͗स෻ΘĢޚcԈف٤ົ 8.3.6 All announcements, registrations and other procedures which need to be completed under any applicable law of relevant countries and regions or this Contract shall have been completed.

นॴ௲ͬ·ࣛ౨೭ඨߑԅਁᆠē࠙ࣛఆcӤͬఆďͧ౥࿟ စྜؖ੖࿫຿Ӟࣛఆඔރמ໻҂ෳĐc֟୯ఆᄩགྷఆcစྜ૊ ೑௣ӝζஆ೧ԅcఐ୙Ϣႊဟඔࣛಃைೠၻੜԅ၇֥ۦ߬࠼ୣ ୣ൐Ӟࣛఆൎྑௐԅރඔࣛఐ஍ 15 ّ࿯ྜఐԅ೏ၟᄃੜྻޙ ලఐ஍Ӟࣛఆۤۦ·ۦᄃੜำߑď؞೏ၟᄃੜۤᄃੜำߑ࿫׸ ࠙ࣛఆၟՇԅྂ·Đd In order to ensure all the above mentioned conditions will be satisfied, the Borrower, each of the Guarantors (other than Baoshang Bank) and Sponsor Pledgors, Yongye Nongfeng and Yongye Fumin shall submit to the Lender a certificate of compliance and other certificate documents required by the Lender (in each case in the form agreed by the Lender with the Borrower prior to the date of this Contract) duly signed by their respective authorized representative and dated no earlier than 15 Business Days prior to the scheduled Withdrawal Date specified in the Drawdown Request.

Շē౨೭ඨߑᄯڟୣ൐ۥලᄯࢶટӉၽఉۦ·ڕď୞Đ࠰ cစྜؖמюၔԅӤͬఆݧစྜ૊ූނՇߜဎᆴนંγ୲ྜڟ ۦ·໘࿐ēӬͧࣳٳำߑďϢͧࣳωۥ੖ݧઝਮစྜஆ೧ԅఉ ԅֺ಴ڕՇྻ෡ڟำߑĐēߜٔ࡬·ඨۥՇԅఉڟලԛ 23 ඨ ಓ໒ನߜ؞ԉำٳ߬ؑӞࣛఆயϢγੜఐ୙ēӞࣛఆပ௣ၽω ωලನγੜఐ୙dڕߑࠓ҂෡ 8.3.7 Notwithstanding any other provision of this Contract, any document (other than the Acquisition Agreement) to be delivered pursuant to the above mentioned conditions (including any documents required by Article 23 of this Contract) which is to be

signed by a Guarantor which is a member of the Target Group or by Yongye Nongfeng or Yongye Fumin or Inner Mongolia Yongye shall be delivered undated to the Lender pursuant to this clause 8 in escrow and the Lender is granted the authority to release such document from escrow and to date each such document as of the Acquisition Effective Time.

ങc܊ࢅඨߑ 8.4 Conditions Subsequent ࿯ྜఐઝē࠙ࣛఆ࿫຿Ӟࣛఆඔّ 90 ܊ďྡྷĐၽඔࣛఐ ᄃ௪߬྾พၔݖྸ࠼ྦྷ࠼༉Ոԅw1934 ભᄃ௪ڳ٢ϫॸᄃੜਥ ߬྾֥xᅟ໇࠼ᅟЈԅંγ୲ྜᄃ௪d 8.4.1 Within 90 business days after the Withdrawal Date the Borrower shall provide evidence to the Lender indicating that the Securities and Exchange Commission has deregistered Target Company’s registered securities under the Securities and Exchange Act of 1934, as amended. ලԛ֝ಥసඨۦ·࠙ࣛఆ࿫຿Ӟࣛఆඔ٢܊ၽඔࣛఐ (֝) ำߑdڑࢅඨߑԅပ܊Շԅ࿫ᆴนڟඨࣛൎڑୣ൐ပރ 8.4.2 After the Withdrawal Date the Borrower shall provide to the Lender any other document that is required as a condition subsequent in Article 23 or any other clauses of this Contract. ωჃёྸ࠼ၽԛۦďసĐ࠼࠙ࣛఆԅྡྷ੠Ռಹஆ೧ԅᄃੜ Ӓᄼ๠ு΁̣ē഻؞ᄃੜܟՇԅఐ୙ඔ߬ٓઝڟ8.1.3ď8Đඨ ۦԅĐ̣ڶӒᄼ๠ு΁ܟ໘࿐ֺْᄍ޷ԅďၽઝٳؘ౨ԅಾω ωჃёԅყಬcᅹ௲ۤ෻ჼԅ؏࿦ߑd 8.4.3 A certificate duly signed by a Director of the Borrower certifying the Articles of Merger has been filed with the Secretary of State of the State of Nevada on the date specified in Section 8.1.3(8) and attached thereto is a true, correct and complete copy of the filed Articles of Merger between the parties to the Acquisition Agreement as filed with the Secretary of State of the State of Nevada.

ԛࡔඨ ඔࣛޙܣ

Article 9 Withdrawal Schedule ྡྷc ඔࣛ୙ 9.1 Drawdown Period ලஆ೧ᄍఐ୯ۦ·ලԅඔࣛ୙น 12 ّၥēҶۦ·ďྡྷĐ സd 9.1.1 The Drawdown Period under this Contract shall be 12 months, commencing from the signing date of this Contract. ēӞࣛ܊ď֝Đ࠙ࣛఆᄚટၽඔࣛ୙ઝඔࣛdඔࣛ୙ࠒ೯ ѕ૖ࠡ֍ᆑՎ௜່d 9.1.2 The Borrower may only withdraw the Facility within the Drawdown Period. Upon expiration of the Drawdown Period, the Commitment shall be cancelled automatically. ďసĐร࠼Ӟࣛఆල࿉ēඔࣛ୙ϢԄཛྷЩdయ࠙ࣛఆ༓ྑ ཛྷЩඔࣛ୙ē࿫ၽඔࣛ୙ࠒ೯஍ 60 ّ࿯ྜఐ຿Ӟࣛఆඔѻೠ ēඔࣛ୙ֺࢶཛྷЩd܊ಃைd࠼Ӟࣛఆೠੋල࿉ੋ 9.1.3 The Drawdown Period shall not be extended without consent of the Lender. If the Borrower needs to extend the Drawdown Period, the Borrower shall submit a written request to the Lender 60 Business Days prior to the expiration of the Drawdown Period. The Drawdown Period shall not be extended until after the extension is approved in writing by the Lender.

ܣޙcඔࣛ֝ 9.2 Withdrawal Schedule ලԛಥඨၟՇԅඔࣛё༝ဟۦ·࠙ࣛఆ࿫ၽඔࣛ୙ઝ̟ზ ලົۦ·ඔࣛఐۤඔࣛࠡ֍ྡྷұ໿ඔ௜ޙඔࣛಃைೠၻੜԅ၇ ຏӞࣛᆇࠡd The Borrower shall withdraw the Facility hereunder in a lump sum within the Drawdown Period based on the withdrawal procedures set forth in Article 10 of this Contract on the scheduled

withdrawal date and in the withdrawal amount as set forth by the Drawdown Request. ē༖ඔ஍ 30 ّ࿯ྜఐೠੋඹᄉܣޙ࠙ࣛఆఢ༓έٗඔࣛ ֺࢶέܣޙē࠙ࣛఆԅඔࣛ܊Ӟࣛఆd࠼Ӟࣛఆಹຕೠੋල࿉ dٗ If the Borrower needs to change the withdrawal schedule, it shall notify the Lender with 30 Business Days prior written notice. The withdrawal schedule shall not be altered until the change is approved in writing by the Lender.

ԛಥඨ ඔࣛё༝

Article 10 Withdrawal Procedures ࠙ࣛఆ༖ၽඔࣛ୙ઝဟඔࣛಃைೠၻੜԅඔࣛఐ஍ᄠ౲ ఐ຿Ӟࣛఆඔ߬Ϣࢶм໇ԅඔࣛಃைೠďٌ಴ߎؘߑ 1Đē 30 ࿫ၽဟඔࣛఐ֟ۥसࢶ໻ԅᆫࣙನ޷ઝďӬํৢఢۦ܊ωၽҮ Շԅำߑďԛ̶ඨڟලԛ̶ඨۦ·Ӟࣛᄍ஍Đ຿Ӟࣛఆඔׂ߬ ࠩႺெࣣēׄޝՇԅำߑ҂ෳĐdఢٔ࡬·ົંԅಬڟԛങࣛ ဎဟ࠙ࣛఆԅၐ࿙ӽᄡ࠙ࣛఆํ֥ၽ౨೭ನຫઝ຿Ӟࣛఆඔ߬ ඔࣛಃைೠē࠙ࣛఆ࿫ᄠ౲ඔ஍ 2 ّ࿯ྜఐೠੋඹᄉӞࣛఆd The Borrower shall deliver to the Lender an irrevocable Drawdown Request (in the form of Annex 1) at least 30 Days prior to the scheduled Withdrawal Date, and shall submit to the Lender the documents required in Article 8 of this Contract (other than documents required in Section 8.4) as soon as reasonably practicable thereafter and in any event prior to the disbursement of the Loan on the Withdrawal Date. If the Borrower is unable to submit a Drawdown Request within such time period due to causes unattributable to the Borrower based on the actual progress of this Project, the Borrower shall notify the Lender in writing at least two Business Days in advance. Շԅำڟලԛ̶ඨۦ·ӞࣛఆೌӾ࠙ࣛఆԅඔࣛಃைೠۤ

सё༝ճڕē̟ზઝϦ܊Շԅำߑ҂ෳĐڟߑďԛ̶ඨԛങࣛ ලၟՇԅඔࣛඨߑਁᆠԅēӞࣛఆ࿫ۦ·౨೭ำߑࠩ໻ಌۢd Շēၽඔࣛಃைೠၻੜԅඔࣛఐ͗सӞࣛᆇڟზԛಥྡྷඨԅ̟ ඔࣛ஍ඔඨߑรટԄӾۥՇԅఉڟලԛ̶ඨۦ·ࠡᄆ್ؑ༣d ݧϢိᄆؑӞࣛᆇࠡdܯᆠԅēӞࣛఆࢶྻႀਁ Upon receipt of the Drawdown Request and the documents required in Article 8 of this Contract (other than documents required in Section 8.4), the Lender shall review such documents in accordance with its internal administration procedures. If the conditions precedent to withdrawal hereunder have been satisfied, the Lender shall fund the Facility on the Withdrawal Date specified in the Drawdown Request in accordance with Article 11 of this Contract. If any of the conditions set forth in Article 8 of this Contract are not met, the Lender is entitled to suspend or refuse disbursing any funds under the Facility. ඔࣛಃைೠྡྷ࠼ඔ߬ēร࠼Ӟࣛఆೠੋල࿉ϢԄм໇d Once being submitted, the Drawdown Request shall not be cancelled without the Lender’s written consent.

ԛಥྡྷඨ ᆇࠡᄆؑ

Article 11 Disbursement of Funds cӞࣛᆇࠡᄆֺؑ಴ྡྷ 11.1 The modes of disbursement of Facility funds ලົຏӞࣛᆇࠡᄆֺؑ಴นӞࣛఆ೓ۦ·ெ໹ຏēۥၽఉ ෡ᄆؑd Under any circumstances, the Facility under this Contract may only be funded in the form of Entrusted Payment by Lender. ලԛಥඨൎၟՇԅё༝ԅ஍ඔຏēӞࣛఆೌӾۦ·ၽᆮ༶ Շԅำߑďԛ̶ඨԛങڟලԛ̶ඨۦ·࠙ࣛఆԅඔࣛಃைೠۤ ໻ߜၽඔࣛఐߜ࠙ࣛఆדēӞࣛఆ࠼͗܊Շԅำߑ҂ෳĐڟࣛ dܜ໻ࢗोԅӉࣛ჌דಃைඔ௜ԅࣛົᅧద࠙ࣛఆၽ࠼͗

Subject to the procedures set forth in Article 10 hereof, after the Lender receives the Drawdown Request and the documents required in Article 8 of this Contract (other than documents required in Section 8.4) submitted by the Borrower, the Lending Office shall transfer the funds requested by the Borrower to its Deposit Account opened with the Lending Office on the Withdrawal Date. ઝܜ໻ߜӉࣛ჌ד࠙ࣛఆၽҮϢࢶм໇ԙพ෡Ӟࣛఆ࠼͗ ԅӞࣛᆇࠡēၽඔࣛಃைೠᄯॹੜԅؑࣛఐᄆؑᄠ࠙ࣛఆᄗՇ dܜලၟՇဈාԅ·ົંؑࣛӝसఆԅ࿟໻჌ۦ·ۦԅ׸ The Borrower hereby irrevocably entrusts the Lending Office to transfer the funds in its Deposit Account to the bank account of the Pay Agent for the Project designated by the Borrower on the payment date specified in the Drawdown Request, provided that such payment to such Pay Agent shall be in line with the purposes specified in this Contract. ࠙ࣛఆၽҮ௲ఊēӞࣛఆ̟ࠧზ࠙ࣛఆԅ౨೭ᄆؑพ෡͗ ൅ಞۥලົຏСಓԅఉۦંົڑसᄆؑē֗Ϣճ࠙ࣛఆၽပ ႓ఉdۥďఢပĐ࡜؞ԉᄆؑѕӤఉ The Borrower hereby confirms that the Lender shall only pay the funds pursuant to the Borrower’s payment entrustment as described above, and shall not be liable for any damages (if any) with respect to such payment suffered by the Borrower under any of the relevant Project Contracts.

ۤৃޚನඔ٢Ӟࣛᆇࠡರဈރc࠙ࣛఆ࿫̟Ӟࣛఆྑௐ֝ ᆇॸd 11.2 The Borrower shall provide records and documents indicating the use of the proceeds of the Facility promptly as required by the Lender.

సcӞࣛఆc࠙ࣛఆူࠒസ࠼͗໻సֺߜஆՈӞࣛົંࠒ

ࠒസ࠼͗໻ڶЪႯᆇࠡพ෡޳՜໘࿐ēၟՇӞࣛఆඹރസᆇࠡ ಹڕ޳ރԅࠒസྻڑပܜලົຏူЪႯᆇࠡᅥဈ჌ۦ·स͗ ྲd 11.3 The Lender, the Borrower and the Settling Office shall enter into the Agreement of Supervision and Management of the Settlement and Loan Repayment Funds, providing that the Lender shall handle the settlement and supervision issues related to the Special Account for Loan Repayment through the Settling Office.

ܮԛಥ֝ඨ ॆ๯ԅᄆؑۤ·ࠡԅЪ

Article 12 Payment of Interests and Repayment of Principal ֺ಴ܮc·ࠡԅЪྡྷ 12.1 Repayment of Principal ࣛԅܮӞࣛݧඔ஍ݍලൎၟՇԅ௜່Ӟࣛcඔ஍ೌۦ·҂ ఐۤӞࣛࠡ֍·ܮලၟՇԅຏॹۦ·ெ໹ᄍෳē࠙ࣛఆ࿫̟ზ Ӟࣛġܮڢ୙ד Except for the cancelation of the Facility, acceleration of repayment of the Facility or prepayment provided for in this Contract, the Borrower shall repay the principal amount in installments in such amount and on such Principal Repayment Date pursuant to the following provisions of this Contract:

ܮ·ఐ ܮࣛࠡ֍ Principal Repayment Date Repayment Amount ᆑඔࣛఐ୯ਁ 12 ّၥԅ஍ྡྷఐ ඔࣛࠡ֍ԅ 2% The day immediately prior to the 2% of the utilized amount end of 12 months after Withdrawal Date 2015 ભ 6 ၥ 20 ఐ ඔࣛࠡ֍ԅ 3% June 20th 2015 3% of the utilized amount 2015 ભ 12 ၥ 20 ఐ ඔࣛࠡ֍ԅ 5%

December 20th 2015 5% of the utilized amount 2016 ભ 6 ၥ 20 ఐ ඔࣛࠡ֍ԅ 15% June 20th 2016 15% of the utilized amount 2016 ભ 12 ၥ 20 ఐ ඔࣛࠡ֍ԅ 15% December 20th 2016 15% of the utilized amount 2017 ભ 6 ၥ 20 ఐ ඔࣛࠡ֍ԅ 15% June 20th 2017 15% of the utilized amount 2017 ભ 12 ၥ 20 ఐ ඔࣛࠡ֍ԅ 15% Decmber 20th 2017 15% of the utilized amount 2018 ભ 6 ၥ 20 ఐ ඔࣛࠡ֍ԅ 15% June 20th 2018 15% of the utilized amount ᆑඔࣛఐ୯ਁ 60 ّၥԅ஍ྡྷఐ ඔࣛࠡ֍ԅ 15% The day immediately prior to the 15% of the utilized amount end of 60 months after Withdrawal Date ఐഈཛྷᄠຏྡྷّ࿯ྜ·ܮఐนׄ࿯ྜఐē႕؞·ܮఢျ ఐඔ஍Ӿୣ஍·ܮఐēӬయຏྡྷّ࿯ྜఐࠩదӾຏྡྷّၥē႕ ࿯ྜఐdّྡྷ If a Principal Repayment Date is not a Business Day, such Principal Repayment Date shall be postponed to the next Business Day; provided, however, if the next Business Day is not in the same calendar month as such Principal Payment Date, such Principal Repayment Date shall be advanced to the Business Day immediately preceding to such Principal Payment Date.

๯ఐ஍ 10 ّ࿯ྜఐēߜ࿫Ъؑރఐ·ܮc࠙ࣛఆ࿫ၽ֝ ē׮႕ဎҮӽᄡᆇࠡၽܜదୣࢗोԅЪႯᆇࠡᅥဈ჌ܣࣛົؑ ᄆѻēဎ࠙ࣛఆѕӤdڑාൎСಓԅပ 12.2 The Borrower shall cause the amount payable transferred into its Special Account for Loan Repayment ten (10) Business Days prior to each Interest Payment Date and each Principal Repayment Date, failing which the Borrower shall bear the relevant

expenses resulting from the fund transfer caused by such failure.

๯ඹᄉೠxԅؑ·ܮwރసcํৢӞࣛఆಾ׮ඹᄉ࠙ࣛఆ ๯ԅ႓ఉdؑ·ܮઝఘಾ׮ჾ௲ē࢈Ϣટੇ҂࠙ࣛఆ̟ನᆠ֍ 12.3 Regardless of whether the Lender has notified the Borrower or the content of the Debt Service Notice is correct or not, the Borrower shall not be exempted from its obligations to pay the principal amount or the relevant interest due and payable in full and on time.

࠙ࣛఆԅЪႯᆇޚఐݧؑ๯ఐࢶᅖՎ࠙·ܮങcӞࣛఆၽ ᄯԅອ࿫ࠡ֍dܜݧӉࣛ჌/ۤܜࠡᅥဈ჌ 12.4 The Lender may debit the relevant amount from the Borrower’s Special Account for Loan Repayment and/or Deposit Account on an Interest Payment Date or a Principal Repayment Date.

ලၟՇЪؑӾ୙Ӟࣛ·ࠡۤ/ݧॆ๯ēۦ·๔c࠙ࣛఆร̟ ๯d֠ؑޙලၟՇԅဧ୙Ӟࣛ֠๯ॆ৑ۦ·࿫̟ 12.5 If the Borrower fails to repay the due and payable principal and/or interest as stipulated by this Contract, overdue interest shall be accrued and paid by the Borrower pursuant to the provisions of this Contract.

ಓ໒ನรટၽ΁̣ӝसఆٳωڴঢc҂ॴ஍೭ၟՇෳēఢ ωჃёိྻ΁̣ԅ࿯ྜఐ֟ۦՇ࿫ߜڟზԛ 8.1.3ď8Đඨԅ̟ ൎပ࿫ؑॆ๯ۤ׎ဈĐߜၽ؞࿯ྜރಓē႕௦ϦӞࣛ·ࠡďྻ ఐӾ୙d࠙ࣛఆၽҮල࿉ߜဟ؞ನ޷ᄆؑ౨೭ࠡ֍ēලನ࠙ࣛ ఆၽҮϢࢶм໇ԙᄗವؑࣛӝसఆ࿫ߜӞࣛఆݘదؑࣛӝसఆ ᄯԅ௦ϦᆇࠡၽϢ෾ဟ΁̣ӝसܜՇԅ჌ڟၽؑࣛӝस໘࿐ᄯ ωჃёိྻ΁̣ԅఐ୙ԅۦՇ࿫ߜڟఆ̟ზԛ 8.1.3ď8Đඨԅ ຏྡྷّ࿯ྜఐᄐࠄᄆؑᄠӞࣛఆd 12.6 In addition to the foregoing, if the Acquisition Effective

Time has not occurred on the Business Day on which the Articles of Merger are to be filed by the Registration Agent pursuant to Section 8.1.3(8) , the entire principal amount of the Facility (together with all interest accrued thereon and all fees in respect thereof) shall be due and payable in full on such Business Day. The Borrower hereby agrees to pay such amount to Lender at such time and hereby irrevocably instructs the Pay Agent to pay the Lender directly all amounts deposited by Lender from the Diposit Account into the bank account of Pay Agent specified in the Pay Agent Agreement no later than the Business Day immediately following the day the Articles of Merger are to be filed by the Registration Agent pursuant to Section 8.1.3(8).

ԛಥసඨ ܮࣛഈ༝ Article 13 Repayment Order

ලၟՇ؞ఐӾ୙ԅࣛົۦ·ԅࣛົ౲ဟ̟ܮఢ࠙ࣛఆൎЪ ᆙ֍,؞ࣛົ̟ຏॹұ༝̝૦ġ If the amount paid by the Borrower is less than the total amount due on that date pursuant to the provisions of this Contract, the amount shall be arranged in the following order of priority: ලၟՇ࿫ؑԅ׎ဈcดၟࠡĢۦ·cᄆؑྦྷ֥ݧྦྷზྡྷ (i) Pay fees, expenses and default damages payable in accordance with law or this Contract; ;ॆ؏cᄆؑ࿫ؑ֠๯c֝ (ii) Pay penalty interests and compound interests payable; సcᄆؑ࿫ؑӞࣛॆ๯Ģ (iii) Pay loan interests payable; ങcᄆؑ࿫ؑӞࣛ·ࠡĢ (iv) Pay the amount of principal payable; ๔cୣ൐࿫ؑࣛົd

(v) Pay other payables. ࠙ࣛఆൎЪܮࣛົϢᆠྻூЪලྡྷഈ༝௦Ϧࣛົԅē̟ပ ഈ༝ூЪd܊ࣛົ֟ಓԅຕڑ If the Borrower’s payment amount is not sufficient to repay the full amount payable in the same order of priority, such amount shall be allocated according to the chronological order of the occurrence of the relevant payables.

ԛಥങඨ ඔ஍ೌݍӞࣛރඔ஍ܮࣛ

Article 14 Acceleration of the Facility and Prepayment Ӟࣛݍc௜່ݧஜᄥඔ஍ೌྡྷ 14.1 Cancelation of the Facility or Acceleration of the Facility ӞࣛݍՇඔ஍ೌڟලԅୣ൐ۦ·ďྡྷĐӞࣛఆ҂ပ௣ٔ࡬ ·ݍෳē֟ಓຏॹఉྡྷெ໹ēӞࣛఆࢶೠੋඹᄉ࠙ࣛఆඔ஍ೌ ЪއӞࣛē࠙ࣛఆ༖ोדලົຏ࠙ࣛఆྸ࠼ඔ௜ԅ௦ϦݧϦۦ ܮ౨೭Ӟࣛē࠙ࣛఆ౩รඔ௜ԅѕ૖ࠡ֍ߜोއ௜່ġ 14.1.1 In addition to the Lender’s right to accelerate the repayment of the Facility in accordance to other provisions of this Contract, upon the occurrence of any of the following events, the Lender is entitled to notify the Borrower in writing to accelerate the repayment of all or part of the Facility which has already been withdrawn by the Borrower under this Contract, and the Borrower shall repay such loan immediately and the portion of the Commitment which has not been withdrawn shall be immediately canceled. 1cఉ࿉࠙ࣛఆނූюၔ౨ೇ, ၽҮெ໹ຏēӞࣛఆပ௣ඔ юၔၽ؞౨ೇᄯ֟ූނԅӞࣛࠡ֍࿫ࠧອӲဟ؞࠙ࣛఆݍ஍ೌ ໻ୣᄃ௪֗੿Ԅԅ௦ϦࡊೌదĢ (i) Listing of any Borrower Group Member, in which case the Lender shall only have the right to accelerate the repayment of a portion of the Facility equivalent to the aggregate net proceeds received by such Borrower Group Member from the offering of its

securities in such Listing; ೠੋއ2cࣅᄥ௣έٗďఢ֟ಓࣅᄥ௣έٗē࠙ࣛఆ࿫ो ඹᄉӞࣛఆĐĢ (ii) A Change of Control has occurred (if a Change of Control occurs, the Borrower shall inform the Lender in writing promptly); ԅჿІڑჿ؉ݯڳᄯۥჃݧఉڟcڟԅ֥৐c֥ڳ3cᄯ ۦēࠬᄘݧრӞࣛఆܤಓစࡒ໿ݧ໒ॏЩӒྡྷّၥྻ౨ԅέ֟ सఊนࢶટݖಬᄩ౨ࠬᄘď1Đߜఆ੖Λձܰนਥ၍ēۤ/ݧ ݧࠩ໻ୣ܃ד຿ୣ੻٤ഓූނγ୲ྜંۥࡂઝԅఉڳď2Đᄯ ଅĢד൐ॆ࿍ (iii) any change (either expressed to be permanent or continues to be in effect for more than one month) in any laws, regulations or rules of China or any policies of any governmental authorities in China which prohibits or, in the reasonable opinion of the Lender, might substantially prohibit : (1) the conversion of any amount from RMB to US dollars, and/or (2) any distribution of dividend or other distributions from any Target Group Member within the territory of China to its parent company; ලົຏԅ࿌ۦ·ຊ௕့Ӟࣛఆো໻ୣၽڕഓ֥ۥ4cၽఉ ๠ďͧࣳඔ٢ݧปћӞࣛĐюน֥ׄĢ (iv) it becomes unlawful in any applicable jurisdiction for the Lender to perform any of its obligations under this Contract (including funding or maintaining the Facility); Շ࠼Ӟࣛఆಹຕೠੋڟලᄍۦ·5c҂ॴ·ົંᄍෳē̟ Ӧڶюၔඹූނюၔݧંγ୲ྜූނଛᅹݧල࿉ēఉ࿉࠙ࣛఆ ԅ߬྾ѻ೒ݧྻୣ൑ֺ಴҉ᄢୣ௦Ϧݧრ॓ڑܚΓݧრտΓອ ಬᄩ౨௦ϦԅᆇСĢ (v) other than the Project, subject to prior written approval or consent of the Lender as required under this Contract, sale or otherwise disposal of all or substantially all of the assets of any Borrower Group Member or the Target Group Member whether in a single transaction or a series of related transactions; ලԛ֝ಥങඨԛྡྷࣛၟՇԅดၟಹߑĢۦ·6c֟ಓ

(vi) any default specified in Section 24.1 has occurred; ނԅങભઝēఉ࿉࠙ࣛఆ܊ලົຏӞࣛᆇׂࠡ֟ۦ·7cၽ ූюၔร෻ю౨ೇĢ (vii) Listing of any Borrower Group Member has not been completed within four (4) years after the Facility under this Contract has been funded; ྡྷ܊юၔၽᆑඔࣛఐ୯ԅԛసભԅᆫූނఉ࿉࠙ࣛఆڴఢ ఐ஍ร෻ю౨ೇē႕࠙ࣛఆ࿫ᆑඔࣛఐ୯ԅԛ 37 ّၥԅԛྡྷ ࣛᆇܮނڢᄯܜݧЪႯᆇࠡᅥဈ჌ܜ࿯ྜఐࢗಳē຿Ӊࣛ჌ّ ·࿯ྜఐē̟ზّྡྷ܊ࠡdࠉᄠᆑඔࣛఐ୯ԅԛ 42 ّၥԅᆫ ࣛᆇࠡᆙ֍ܮԅނڢᄯܜЪႯᆇࠡᅥဈ჌ރܜՇ຿Ӊࣛ჌ڟඨ ྡྷ܊࿫ϢԎဟ 1926 ฃਥ၍Ģࠉᄠᆑඔࣛఐ୯ԅԛ 48 ّၥԅᆫ ڢᄯܜЪႯᆇࠡᅥဈ჌ރܜՇ຿Ӊࣛ჌ڟ࿯ྜఐē̟ზ·ඨّ ୣ൐࿫ؑރԅӞࣛ·๯ܮڢࣛᆇࠡᆙ֍࿫ӒӾࠝನ౩รܮԅނ ׎ဈԅᆙ֍d If Listing of any Borrower Group Member has not been completed by the end of the day which is three years after the Withdrawal Date, the Borrower shall deposit repayment funds into the Deposit Account or the Special Account for Loan Repayment from the first Business Day of the 37th month after the Withdrawal Date. The total amount in the Deposit Account and the Special Account for Loan Repayment shall not be less than 19,260,000 US Dollars on the last Business Day of the 42nd month after the Withdrawal Date; nor less than the total amount of the principal and accrued interest under this Contract which have not been repaid on the last Business Day of the 48th month after the Withdrawal Date. ᆑඔࣛఐ୯ԅԛ 37 ّၥᄠԛ 48 ّၥ୙޷ēఉ࿉࠙ࣛڴఢ ௐߜᆑ౨ྑނڢࣛᆇࠡܮՇԅڟюၔ෻ю౨ೇē႕·ඨූނఆ ᄯԅᆇܜݧЪႯᆇࠡᅥဈ჌/ۤܜೇ෻юᄍఐိྻݢੇdӉࣛ჌ ·ӞࣛݍՇඔ஍ೌڟࠡߜဈဟӞࣛఆ̟ზ·ඨԛྡྷࣛԛྡྷົԅ ๯ԅܮࣛᆇࠡd If any Borrower Group Member completes Listing during the

period between the 37th month and the 48th month after the Withdrawal Date, the Borrower’s obligation to deposit repayment funds above mentioned will be exempted from the date of the completion of Listing. The Borrower shall use the funds in the Deposit Account and/or the Special Account for Loan Repayment as funds for acceleration of the Facility pursuant to Section 14.1.1(i). ࿯ྜఐēఉ࿉ّྡྷ܊ࠉᄠᆑඔࣛఐ୯ԅԛ 48 ّၥԅᆫڴఢ ࠙ࣛఆނූюၔร෻ю౨ೇēӞࣛఆߜပ௣࠙ޚ࠙ࣛఆԅӉࣛ ົ·ᆇࠡē̟ზނڢࣛܮᄯԅ౨೭ܜݧЪႯᆇࠡᅥဈ჌/ۤܜ჌ Ӟࣛ·๯dݍՇඔ஍ೌڟ If Listing of any Borrower Group Member has not been completed on the last Business Day of the 48th month after the Withdrawal Date, the Lender may debit the funds in the Deposit Account and/or the Special Account from such account for acceleration of the Facility. ௣ڂ୯ఆᄩགྷఆ࡜ӞࣛนӞࣛఆඔ٢Ӥͬԅ֟ރ8cӤͬఆ ԅӞࣛ·๯ᆙ֍ࣈ҂ͧ౥࿟ܮලົຏ౩รЪۦ·ᆙޮᄔߦԎᄠ ԅ೴܊ࠡ֍ۆԛ 23.1.9 ඨඔ٢ԅͬރලԛ 23.1.5 ඨۦ·໻ٔ࡬ ֍Ģ (viii) the total value of the shares pledged by the Guarantors and Pledgor Sponsors decreases below the balance of total amount of the principal and accrued interest under this Contract that has not been repaid after deducting the total amount of two letters of guarantee provided by Baoshang Bank in accordance with Sections 23.1.5 and 23.1.9; ڟಓ໒ನรટၽ΁̣ӝसఆ̟ზԛ 8.1.3ď8Đඨԅٳ9cω Ӓᄼ๠ுိྻ΁̣ԅ࿯ྜఐ֟ಓdܟωჃё຿ઝۦՇ࿫ߜ (ix) the Acquisition Effective Time has not occurred on the Business Day on which the Articles of Merger are to be filed by the Registration Agent with the Secretary of State of Neveda pursuant to Section 8.1.3(8).

׎ဈԅᄆؑރӞࣛԅெࣣຏॆ๯ݍď֝Đඔ஍ೌ

14.1.2 Payment of interests and fees in the event of acceleration of the Facility ලԅۦ·ՇݧڟၽӞࣛఆ̟ზ·ඨ஍ࣛďԛ 4 ົ҂ෳĐԅ ޝӞࣛԅெ໹ຏē࠙ࣛఆ࿫̟ზӞࣛಬݍՇඔ஍ೌڟڑୣ൐ပ ๯ۤ׎ဈԅၟՇᄆؑӞࣛॆ๯ۤॆڑලပۦ·ಓඟ೴ēٔ࡬֟ ࠙ࣛఆԅЪႯᆇࠡᅥဈޚ׎ဈdӞࣛఆࢶᅖՎ࠙ڑ࿫ᄆؑԅပ ᄯԅອ࿫ࠡ֍dܜݧӉࣛ჌/ۤܜ჌ In the event that the Lender accelerates the repayment of the Facility in accordance with subsection 14.1.1 (other than pursuant to item iv above) or other relevant provisions of this Contract, the Borrower shall pay the interests at such interest rates provided for in this Contract and pay fees pursuant to the relevant provisions of this Contract, based on the actual number of days of the Facility. The Lender may debit the relevant amount from the Borrower’s Special Account for Loan Repayment and/or the Deposit Account ).

ۦ·ܮcร࠼Ӟࣛఆಹຕೠੋල࿉ē࠙ࣛఆϢԄඔ஍Ъ֝ ලົຏӞࣛďӬٔ࡬ԛ 14.3 ඨࠩ໻ԅ҂ෳĐd࠙ࣛఆ౜ᆑϰ௜ ඔ஍ܮࣛ໻ՎԅēӞࣛఆပ௣࡫ࢇೌ௜ඔ஍ܮࣛᆇࠡēωᅴࡎ ࠙ࣛఆԅดၟ႓ఉd 14.2 The Borrower shall not prepay the Facility under this Contract without prior written consent of the Lender (other than in accordance with Article 14.3). If the Borrower prepays the Facility in the absence of such consent, the Lender shall have right to refuse to accept the prepayment and hold the Borrower liable for breach of contract.

సcᆑၛඔ஍ܮࣛ 14.3 Voluntary Prepayment ࣛఐᄍ஍ 10 ّ࿯ܮࣛēၽᄠ౲ဟୣથܮ࠙ࣛఆఢ༓ඔ஍ ד௦ϦݧϦܮē࠙ࣛఆࢶඔ஍Ъ܊ఐ຿Ӟࣛఆඔѻೠੋಃைྜ Ӟࣛဥ֍ēඔ஍ЪܮԅӞࣛࠡ֍࿫น 100 ฃਥ၍ԅჼ೴Ϳēய

ᆫԎܮࣛࠡ֍น 100 ฃਥ၍ d The Borrower may prepay the whole or any part of the Loan Balance by submitting the Lender a written application not less than ten (10) Business Days prior to the proposed prepayment date. The prepayment amount shall be an integer multiple of US$ 1 ($1,000,000), and the minimum prepayment amount shall be US$ 1 ($1,000,000). ௦ϦӞࣛဥ֍ē࠙ࣛఆ࿫ලನؑܮ࠙ࣛఆࢅՇඔ஍Ъڴఢ ලົຏൎပӾ୙࿫ؑࣛົdۦ·ࣛఐᄘܮூᄠඔ஍ If the Borrower elects to prepay the Loan Balance in full, the Borrower shall also pay off all amounts due and payable under this Contract up to the date of prepayment under this Contract. ලၐၟۦ·ලົຏӞࣛēఏᄓ໻ۦ·ԅܮڢճ࠙ࣛఆඔ஍ Ӟࣛד௦ϦݧϦܮ࠙ࣛఆࢅՇඔ஍ЪڴՇ୙ຫԅӞࣛॆ৑dఢ ࣛఐ஍ 5 ّ࿯ྜఐߜͧࣳ·ࠡcॆ๯ܮဥ֍ē࠙ࣛఆ࿫ၽඔ஍ ԅӾ୙࿫ؑࣛڑပܮୣ൐࿫ᄆؑԅ׎ဈၽઝԅൎပူඔ஍Ъރ dܜݘᄠӞࣛఆᄗՇԅ჌ົ The interest rates for the relevant period originally specified in this Contract shall apply to the loans which are prepaid by the Borrower under this Contract. If the Borrower elects to prepay the Loan Balance in whole or in part, the Borrower shall transfer to the account designated by the Lender all due and payable amounts in respect of such prepayment, including the principal amount to be prepaid and accrued interests on such amount, and other due and payable fees, five (5) Business Days prior to the date of prepayment. ඔ஍ܮࣛԅࠡ֍࿫೎ຕဈࣿЪܮᆫ܊Ӿ୙ԅӞࣛēއ̟ზ Ӻ༝ܮࣛd The amount prepaid shall be used to repay the last maturing loan first, i.e., in a reverse chronological order. ࠙ࣛఆԅඔ஍ܮࣛಃைಾϢࢶм໇ԅēྸඔ஍Ъܮԅࣛົ ϢԄၼұಃைඔࣛd The Borrower’s application for prepayment is irrevocable and

the prepaid amount of the Facility shall not be reutilized.

ԛಥ๔ඨ ࠒസ࠼͗໻ۤࠒസ

Article 15 Settling Office and Settlement ໻ ᆴนࠒസ࠼͗דضࢗ֟࿟໻ະޥڳ cӞࣛఆ௲Շྡྷ ໻d 15.1 The Lender appoints the China Development Bank Hong Kong Branch as the Settling Office.

ൎပࠒ೒ݘྜ๠ē࿫ރc࠙ࣛఆӞࣛᆇࠡԅࠒസྜ๠ྻ֝ Շᄆؑࠒڟࠒസ࠼͗໻͗सēω̟ზӞࣛఆw׎৑ζxԅڶඹ സ׎ဈd 15.2 The Borrower shall handle settlement of the Facility and all related sales and exchange of foreign currencies via the Settling Office, and pay settlement fees in accordance with the Lender’s rates sheet.

सڕܜԛಥঢඨ ჌

Article 16 Account Management ໻דc࠙ࣛఆ࿫ဟ ඔࣛ஍ٔ࡬Ӟࣛఆԅ࡮඘ྑௐၽ࠼͗ྡྷ ࢗोӉࣛ჌ܜĢၽࠒസ࠼͗໻ࢗोЪႯᆇࠡᅥဈ჌ܜd 16.1 The Borrower shall open the Deposit Account with the Lending Office and the Special Account for Loan Repayment with the Settling Office prior to the drawdown of Facility pursuant to the specific request of the Lender. ᅧᄠЪႯᆇࠡᅥܣನރୣ൐ຣࠡঠރదೌ܃ד࠙ࣛఆ࿫ߜ ·ᆇࠡࣿᄆؑӲ୙ٴ๯ఐ஍ঝပᆠؑރఐ·ܮēͬᄃܜဈ჌ ๯d The Borrower shall transfer its receipt of dividends and other cash flows into its Special Account for Loan Repayment in time, to

ensure there will be sufficient funds on such account to repay the current principal or pay the current interest in each corresponding period prior to a Principal Repayment Date or an Interest Payment Date.

ԅರဈē࿫ࠄ೓ӞࣛܜЪႯᆇࠡᅥဈ჌ރܜcӉࣛ჌֝ dڕ໻ۤࠒസ࠼͗໻ԅ޳דఆc࠼͗ 16.2 The use of the Deposit Account and the Special Account for Loan Repayment shall be supervised by the Lender, Lending Office and the Settling Office.

ᄆؑރ׎ဈԅᄆؑēྻރܮලົຏӞࣛ·๯ԅЪۦ·సc सd͗ܜݧЪႯᆇࠡᅥဈ჌/ۤܜӉࣛ჌ڶࠒസྜ๠ē࢈࿫ඹ 16.3 The repayment of the principal and the interests, the payment of fees, and other settlement under this Contract shall be made through the Deposit Account and/or Special Account for Loan Repayment.

ဟඔࣛ஍ٔ࡬Ӟࣛఆԅ࡮඘ྑמങc࠙ࣛఆ࿫Ҽರစྜ૊ ؞ރēωူӞࣛఆܜ჌ނڢௐၽӞࣛఆᄗՇԅӝस໻ࢗोೌద ᄯԅೌదಬಠసֺ޳ܜ໘࿐ēճ؞჌ڕ޳ܜӝस໻ஆՈసֺ჌ ໘࿐ԅၟՇߜୣ௦Ϧڕ޳ܜზ჌̟מd࠙ࣛఆ࿫Ҽರစྜ૊ڕ dܜ჌ނڢదӉద؞ೌదೌ 16.4 The Borrower shall cause Yongye Nongfeng to open the Revenue Sweep Account with the agent bank designated by the Lender prior to drawdown of the Facility pursuant to the specific request of the Lender, and enter into a triparty Account Supervision and Management Agreement with the Lender and such agent bank in order to supervise and manage the revenue in such account by all three parties. The Borrower shall cause Yongye Nongfeng to deposit all of its revenue into the Revenue Sweep Account in accordance with the provisions of such Account Supervision and Management Agreement.

ဟඔࣛ஍ٔ࡬Ӟࣛఆԅ࡮඘ྑמ๔c࠙ࣛఆ࿫Ҽರစྜ૊ ྻܜ؞჌ڶߜඹמdစྜ૊ܜ჌܃ד໻ࢗोדௐၽӞࣛఆ࠼͗ ࣛຣࠡܮԅֺ಴ߜᆇࠡᅧܰนճӞࣛఆԅॆ܃Պᄆؑڂ຿ࡂෳ ໻͗सdדԅࠒ೒ݘಹྲߜဎ࠼͗ڑပ܃דঠdူ஍೭ 16.5 The Borrower shall cause Yongye Nongfeng to open the Dividend Payment Account with the Lending Office of the Lender prior to drawdown of the Facility pursuant to the specific request of the Lender. Yongye Nongfeng shall convert its funds to the Facility repayment cashflow to the Lender by means of paying dividend to its shareholder(s) outside of China through the Dividend Payment Account. The sale and conversion of foreign exchange for such dividend payment shall be handled by the Lending Office. ԛಥ୞ඨ ࠙ࣛఆԅч೭ۤͬᄃ

Article 17 The Borrower’s Representations and Warranties ࠙ࣛఆၽҮ຿Ӟࣛఆч೭ωͬᄃఢຏġ The Borrower hereby represents and warrants to the Lender as follows: юၔಾྦྷ֥юोԅ֥ఆēූނୣ൐ْ࠙ࣛఆރc࠙ࣛఆྡྷ ຣћပပ໒࿯ྜᄓზēωྦྷ֥࿺ပୣᆇСc࠼࿯ୣྜ๠ē࠙ࣛ ڳڑюၔ࡮ပћ༣࠼࿯ટॏēயٔ࡬ອූނୣ൐ْ࠙ࣛఆރఆ Ӟࣛ࠙ࣛఆԅඨߑĢٳωۦՇē࠙ࣛఆ׸ڟڑԙ௕ပۤޥ 17.1. Each of the Borrower and the other Borrower Group Members is a duly established legal entity, holds a valid business license and owns its assets and operates its business in accordance with the law, and is an on-going concern, and, under the relevant regulations of relevant countries and regions, the Borrower qualifies as a borrower of loans to finance an acquisition; ൎྑௐԅڟc࠙ࣛఆྦྷ֥͗सۤ/ݧ௜Ԅॴುဈԅ֥৐֥֝ ރޚලൎ༓ԅྡྷ஭ଛᅹc༘ࢶcԈۦંົރලۦ·ஆ೧ωো໻

யћ༣ပ໒Ģ֥ۦ΁̣ԉ್༣ēயͬᄃ௦Ϧಌଛำߑ࢈ყಬ 17.2. The Borrower has already completed and/or obtained all approvals, licenses, registrations and filings required for the execution and performance of this Contract and the Project Contracts under the applicable laws and regulations, and warrants that all approval documents are authentic, lawful and will remain valid; ලൎ༓ԅઝϦ೑௣ё༝࢈ྸۦ·సc࠙ࣛఆนஆ೧ۤো໻ ලಓۦ·ලԅಾ࠙ࣛఆԅပ໒೑௣ӝζēωயۦ·෻юēஆ೧ ճ࠙ࣛఆ࡮ပ֥৐ၟ೯ॏĢއ໒ 17.3. The Borrower has fulfilled all the required internal authorization procedures for the execution and performance of this Contract, this Contract is executed by the Borrower’s duly authorized representative and the Contract will be binding upon the Borrower once it comes into effect; ලົຏԅ࿌๠ωϢۦ·ලݧো໻ୣၽۦ·ങc࠙ࣛఆஆ೧ ୣ൐໘࿐ݧۥюၔՈोԅఉූނดֱ࠙ࣛఆۤ/ݧୣ൐ْ࠙ࣛఆ ৐౨ԅ֥ۥୣ٤ഓჃёēྙϢݖူ౨೭໘࿐ݧ٤ഓჃёӉၽఉ Ѫ෌Ģ 17.4. The execution and performance of this Contract by the Borrower does not violate, or legally conflict with, any other contracts or agreements entered into by the Borrower and/or any other Borrower Group Member or their respective Articles of Association or bylaws; ๔c࠙ࣛఆԅϭ๠ۤ໰ဈᅱࣣ॥ۚēਠပ໰Ӟดၟcආ׌ ē࠙ࣛఆڟۦ֥ۦē࠙ࣛఆᆑѴᆇࠡࣿၗৃޚ࿟໻Ⴏ๠ԉϢ॥ ලົຏ௦ϦӾ୙Ⴏ๠Ģۦ·ݦԄԅᆇࠡூЪ֥ۦပટॏྻୣ 17.5. The Borrower’s financial condition and credibility is sound, there is no adverse records such as credit default and evasion of bank loans, etc.; the fund raised by the Borrower itself comes from lawful sources which meets the regulatory compliance

requirements, and the Borrower will have the ability to pay off all the debt under this Contract on its maturity date with its legally acquired funds; Ϧڑပޥڳڑঢc࠙ࣛఆ຿Ӟࣛఆඔ٢ԅϭ๠ͱζຂྦྷပ ᄥէΩᄥēყಬᅹ௲ԙֱ࿸ॴ࠙ࣛఆcْୣ൐࠙ޙਪ͏ϣԅݖ Պၽ؞ͱζݮᅹఐԅϭ๠ᅱࣣēωڂюၔۤ࠙ࣛఆԅූނࣛఆ юၔݧ࠙ࣛූނயᆑͱζݮᅹఐྻࣿē࠙ࣛఆcୣ൐ْ࠙ࣛఆ ԅݶܤԅϭ๠ᅱࣣ֐ܤюᄷӖϢॆέٲՊรѻຣࢶટڂఆԅ ເĢ 17.6. The financial statements provided by the Borrower to the Lender are prepared in accordance with the relevant accounting system promulgated by departments of relevant countries, truly and accurately reflect the financial condition of the Borrower, other Borrower Group Members and the shareholders of the Borrower as of the base date of such financial statements, and there is no sign of deterioration in the financial situation of the Borrower, any other Borrower Group Member or the shareholders of the Borrower since such base date which would constitute a Material Adverse Change; ලಓۦ·юၔൎᄉē҂ූނ୞c࡬࠙ࣛఆۤୣ൐ْ࠙ࣛఆ ලಓ໒ನēਠပۦ·໒ఐ஍ྸ࠼຿Ӟࣛఆଜঽԅഴതᄍෳēၽ ݖճ·ົંc࠙ࣛఆۤۥჾၽࠩ໻ԅݧรࢅԅݧߜྑࠩ໻ԅఉ юၔݧୣᆇСcೌదСಓϢॆ࿵ູԅഴതcූނୣ൐ْ࠙ࣛఆ ලົຏ࿫ؑࣛۦ·ᄠ܊ලಓ໒ۦ·ᄸϪc໻ჿё༝ݧൌଃdၽ юၔݦᄉ౨೭ഴതcᄸූނ࠙ࣛఆۥ෻Θ஍ēఢఉܮ௦ϦЪົ ನೠੋඹᄉӞࣛރюၔ࿫ූނϪc໻ჿё༝ݧൌଃē؞࠙ࣛఆ ఆĢ 17.7. Other than the litigation disclosed to the Lender prior to the effective date of this Contract, on the effective date of this Contract none of the Borrower and other Borrower Group Members are aware of any ongoing or pending or threatened litigations, arbitrations, administrative proceedings or claims which may

adversely affect the Project, the Borrower, any other Borrower Group Member or their respective assets or income. If any Borrower Group Member becomes aware of such litigations, arbitrations, administrative proceedings or claims occuring with respect to it during the period between the effective date of this Contract and the full repayment of all due and payable amount under this Contract, such Borrower Group Member shall inform the Lender in writing in a timely manner; ලಓ໒ᄍఐē҂ॴྸ࠼ಹ஍ೠੋଜঽωԄӾۦ·cࠉᄠ̶ юၔϢճූނӞࣛఆೠੋఊࢶԅؕႯē࠙ࣛఆۤୣ൐ْ࠙ࣛఆ ୣ൐ؕႯĢۥఆပఉۥఉ 17.8. As of the effective date of this Contract, except for the Indebtedness which has been disclosed and accepted by the Lender in writing, none of the Borrower and other Borrower Group Members owe any other Indebtedness to any person; ൎ֥ۦюၔճୣᆇС຺ပූނୣ൐ْ࠙ࣛఆރࡔc࠙ࣛఆ ပ௣ۤ/ݧರဈ௣ē҂ॴྸ࠼ಹ஍ೠੋଜঽωԄӾӞࣛఆೠੋఊ ۥලಓ໒ఐԅ൐ົؕӤෳē؞ԉᆇС౨ϢӉၽఉۦ·ࢶԅࠉᄠ ලճӞࣛఆඔ٢ۦලݧᄩགྷۦӤͬڑලݧອۦ·൐ົؕӤďྦྷ ඔ٢ԅӤͬ҂ෳĐĢ܊ල࠼Ӟࣛఆල࿉ۦ·ԅӤͬcٔ࡬ 17.9. Each of the Borrower and other Borrower Group Members has lawful ownership and/or using rights to its assets, and, except for the encumbrances as at the effective date of this Contract, which have been disclosed and accepted by the Lender in writing, there are no encumbrances on such assets (other than the security provided to the Lender in accordance with this Contract or relevant Guarantee Contracts or Pledge Contracts and other than security to be provided agreed by the Lender pursuant to this Contract); ֺᄍ޷ϢӉၽပϢ٤଼ඨࣛԅ߬྾Ģ॓ڑಥc࠙ࣛఆူୣ 17.10. There are no transactions between the Borrower and any of its Affiliates which are not on an arm’s length basis; юၔรดֱୣᄆؑഅࣛූނಥྡྷc࠙ࣛఆۤୣ൐ْ࠙ࣛఆ ԅ࿌๠ē҂ׄ؞รᄆؑಾၽ࠙ࣛఆճୣ࿫ᄆؑഅࣛԅ࿌๠ࠩ໻

ॴჾӲࢦΰԅֳถઝĢ 17.11. None of the Borrower and other Borrower Group Members have breached their tax payment obligations except to the extent such payment obligation is being contested in good faith; юၔร֟ಓᆇϢԗႯcූނಥ֝c࠙ࣛఆۤୣ൐ْ࠙ࣛఆ ூസcࠓ఻c΄Զ໇࿯ྜᄓზݧ୅СēݧୣᆇС΄ྦྷ֥Ւࠒc ԅெ໹Ģٳჸೌcࣈགྷݧஜᄥᄓ໻ݧ΄ჿ؉Ϧਪஜ໻ೌ 17.12. None of the Borrower and other Borrower Group Members have suffered from insolvency, liquidation, dissolution, revocation of business license or bankruptcy, nor have their properties been frozen, confiscated, seized, enforced or compelled to be acquired by any government department in accordance with the law; ಥసc࠙ࣛఆ຿Ӟࣛఆඔ٢ԅ௦Ϧᆇॸ࢈ყಬc෻ჼcᅹ ௲cပ໒ēൎඔ߬ԅ؏࿦ߑ࢈ူၐߑອ׸Ģ 17.13. All the information provided by the Borrower to the Lender is true, complete, accurate and valid, and all copies submitted are identical to the originals; ලົຏԅᄆؑ࿌๠ۦ·ಥങc຿Ӟࣛఆඔ٢ԅน࠙ࣛఆၽ ْ֟ރලົຏԅᄆؑ࿌๠ۦԅӤͬڑලອۦ·Ӥͬఆၽူْރ ලົຏԅᄆؑ࿌๠ԅӤͬۦԅᄩགྷڑලອۦ·୯ఆᄩགྷఆၽူ ď࡜น؞ԉᄆؑ࿌๠຿Ӟࣛఆඔ٢ԅӤͬ֗ཝĐၽݦԄூЪԅ ұ༝౨ညຕဟ࠙ࣛఆݧْӤͬఆݧ֟୯ఆᄩགྷఆԅୣ൐Ⴏ௣ఆ ԅܮՇԅඹШುဈဟ٤ഓԅညຕЪڟճୣ࿺ပԅႯ௣ēӬ֥৐ Ⴏ௣҂ෳĢ 17.14. The security granted to the Lender securing the payment obligations of the Borrower under this Contract and the obligations of each Guarantor under the relevant Guarantee Contract and the obligations of each Sponsor Pledgor under the relevant Pledge Contract rank (to the extent of the security granted to the Lender for such obligations) senior to the claims of other creditors of the

Borrower or such Guarantor or such Sponsor Pledgor, except for obligations mandatorily preferred by law applying to companies generally; юၔ࢈ϢӉၽᄷӖด֥໻นĢූނಥ๔c࠙ࣛఆ 17.15. There has not occurred any material illegal behavior by any Borrower Group Member; ෍ၽྡྷ஭ᄷӖֺੋ࢈ყٲಓ໒ನēᆦᄎࠒٳಥঢcၽω ਤྡྷંγ୲ރюၔූނᅹ௲ēயֱ࿸ॴਤྡྷ࠙ࣛఆރಬc෻ჼ ٤ഓ޷Ӟ॓ڑΑैcڂՊcћڂюၔԅ੠ыcюोԙcූނྜ ԉ໰๯Ģڂࣛcܰ 17.16. At the Acquisition Effective Time, the Organizational Chart is authentic, complete and accurate in all material respects, reflecting relevant information of each Borrower Group Member and each Target Group Member, such as name, place of establishment, shareholders, proportion of shareholding, loans and stock swaps between Affiliates; ԅ௦Ϧඨࣛயߜћ༣ပંົ·ڑॴပۃලͧۦಥ୞cົં юၔcMSPEA ݧ Leadූނ࠙ࣛۥලຏϢӉၽఉۦ໒dົં юၔcMSPEA ݧ Lead Rich ၽົූނ࠙ࣛఆۥRich ԅดၟēఉ ලပۦ·ူރලۦ·ලᄯԅч೭ݧͬᄃ࢈ํ༔ެݧ๢ӽdۦં ලԅۦලԅՈोcো໻ϢݖӽᄡճົંۦලۤᄩགྷۦԅӤͬڑ ดၟĢ 17.17. The Project Contracts contain all the terms of the Project and remain effective. There are no defaults by any Borrower Group Member, MSPEA or Lead Rich under any Project Contract. No representation or warranty in any Project Contract by any Borrower Group Member, MSPEA or Lead Rich is false or misleading. The execution and performance of this Contract and the Guarantee Contracts and the Pledge Contracts under this Contract will not result in a breach of any Project contracts; ՇēൎڟලᄯখပۦලݧᄩགྷۦලݧӤͬۦ·ಥ̶c҂ׄ γ୲ંۥලďߜဎ࠙ࣛఆcͧ౥࿟໻ݧఉۦပ༓ྑஆ೧ԅӤͬ ල՛ྸ࠼ݧߜၽඔۦල҂ෳĐۤᄩགྷۦюၔஆ೧ԅӤͬූނྜ

Ӥͬ௣ಁोё༝ĢރࣛఐݧҮ஍෻юΡྑԅ٤ഓଛᅹ 17.18. Unless otherwise agreed in this Contract or in the Guarantee Contract or Pledge Contracts themselves, all necessary corporate authorisations and perfection procedures related to the Guarantee Contracts (other than the Guarantee Contracts to be executed by the Borrower, Baoshang Bank or any Target Group Member) and the Pledge Contracts required to be executed have been completed or will be completed on or prior to the Withdrawal Date. ලಓ໒ఐē҂ྸ࠼຿Ӟࣛఆೠੋଜঽԅெۦ·ಥࡔcࠉᄠ ۥݧԛసֺ࢈รྑௐ࠙ࣛఆ࡜·ົંٓိఉٲݯۥ໹ྻෳēఉ cϭ๠ۤఆၔֺੋԅϠЪĢޖ࠼ 17.19. As of the effective date of this Contract, except for the cases which have been disclosed to the Lender in writing, no entity or a third party has requested the Borrower to pay any economic, financial or human resource compensation in connection with the Project; ԅူ·ົંອڶՊďӖĐݖcՌಹݖඹڂಥc࠙ࣛఆԅ֝ ၻဟ࠙ࣛఆޚԅࢅ࿐ēྸ࠼ďݧߜၽඔࣛఐݧҮ஍Đᅹ௲ԙڑ ࢅ࿐౨ēωྸ࠼ďݧߜၽඔࣛఐރৃޚՊ(Ӗ) ݖcՌಹݖڂԅ ݧҮ஍Đ௦Ϧඔ߬ٓॴӞࣛఆĢ 17.20. The resolutions regarding this Project adopted by Borrower’s shareholders’ meeting and board of directors are (or will on or prior to the Withdrawal Date be) all recorded in the minutes of Borrower’s shareholders’ meeting and meeting of board of directors, and are (or will on or prior to the Withdrawal Date be) all submitted to the Lender. ಓݧჾၽ֟ಓԅcပࢶટ֟ྸۥಥྡྷc࠙ࣛఆร࿥৾ఉ֝ ࿵ູӞࣛఆճ࠙ࣛఆϭ๠ᅱࣣۤЪႯટॏࠩ໻૱ծԅெࣣĢ 17.21. The Borrower has not concealed any past or on-going situation which may affect the Lender’s judgment on the Borrower’s

financial status and ability to repay the Facility; ᆐ٤ഓူંγ୲ྜಾંົٳಥ֝c࠙ࣛఆ࡜࠙ࣛఆcω֝ ຂࠩ໻ॴఢಬഊੜē࠙ࣛఆྸ຿Ӟࣛఆଜঽॴ࠙ڑ॓ڑ׮Ӊၽ ંົ·ࣅᄥఆēω࡜ޝᆐ٤ഓူંγ୲ྜԅಬંົٳࣛఆcω सԅࠓೄd࠙ࣛۦೇЦ٤ၭޮᄔࠩ໻ॴۦ׸ٌޮٳԅંԅcω Υ஍೭ྑௐĢڟఆѕ૖ωรྻ໰෡cӝћݧୣ൐ֺ಴ 17.22. The Borrower has provided a genuine statement regarding whether the Borrower, the Merger Sub and the Target Company are affiliated; the Borrower has disclosed to the Lender the actual controller of the Borrower, the Merger Sub and the Target Company, and has provided reasonable explanation of the purposes of the Project and the acquisition price meeting the fair market value criteria. The Borrower undertakes that it has not evaded the aforesaid requirements via trust, nominee shareholder or other ways. ᄍ޷࡮ပූނγ୲ྜંူූނಥసc࠙ࣛఆͬᄃ࠙ࣛఆ֝ ᆑѴᆇࠡϢރӞࣛٳωڑ໿ēပڑէݧႾ৛ອڑԅСྜອغࠀ ੜগޥڳຢ෇ᆇԉפဈဟပޮᄃ௪c୙ݪ߬྾cּԙС࠼࿯c ࠬᄘԅক့Ģ 17.23. The Borrower warrants that there are fairly high industry relevancy and strategic relevancy between the Borrower Group and Target Group, the Facility and any self-raised fund will not be used in any area which are prohibited by the state such as marketable securities, trading of futures, real estate business, venture capital investment, etc. ·ᄯԅົંᆇંົ·ނѴ֥ۦಥങc࠙ࣛఆͬᄃߜ̟୙֝ Շྑௐఢ୙ӾสĢڟڑලԛ୞ඨပۦ·ࠡēω̟ზ 17.24. The Borrower warrants that it will raise the Project Capital for this Project in full amount, as scheduled and in compliance with the law, and make such amount of fund available in accordance with the provisions of Article 7 of this Contract. ԅ޳ࣅcωܜ჌ڑಥ๔c࠙ࣛఆᆑၛࠄ೓Ӟࣛఆճୣပ֝ Ģڕ޳܊ԅӞંົ·ރӞࣛರဈெࣣԅ޿Аྻٳ 17.25. The Borrower willingly accepts the Lender’s supervision

over its relevant accounts, the use of the proceeds of the Facility and the continued supervision of the Project after funding the Facility. ࠙ࣛఆcંγ୲ڕලၟՇྦྷ֥ࠄۦ·ಥঢcӞࣛఆ̟ზ֝ dۦ࠼࿯௣ԅē࠙ࣛఆѕ૖ωͬᄃํඨߑိྻଅྜ 17.26. In the event that the Lender takes over the right to operate the business of the Borrower and/or the Target Company according to the law, the Borrower shall cooperate with the Lender unconditionally. ලۦ·ઌഅ࿌๠ఆdၽڳಥ୞c࠙ࣛఆcӤͬఆ࢈ׄਥ֝ ෻Θ஍ē҂ׄ࠼Ӟࣛܮୣ൐࿫ᄆؑࣛົ௦ϦЪރຏӞࣛ·๯ົ ఉྡྷӤͬރē࠙ࣛఆߜҼರୣᆑಆ܊ಓ໒ٳఆೠੋල࿉ēၽω ઌഅ࿌๠ఆdڳఆϢюนਥ 17.27. None of the Borrower or Guarantors is a US Tax Obligor. Unless otherwise agreed by the Lender, after the Acquisition Effective Time the Borrower will not and shall procure that none of the Guarantors will become a US Tax Obligor before all the principal and accrued interests on the Facility hereunder as well as other due and payable amount have been fully paid off. ලပ໒୙ઝћ༣ပ໒d࠙ࣛఆѕۦ·౨ч೭ۤͬᄃၽྻ ලԅdۦ·ఊēӞࣛఆಾݮဟ࠙ࣛఆԅ౨೭ч೭ۤͬᄃϬஆՈ The above representations and warranties shall remain valid during the term of this Contract. The Borrower acknowledges that the Lender is induced to execute this Contract based on the above representations and warranties of the Borrower.

ԛಥ̶ඨ ᆇࠡರဈெࣣԅ޿А

Article 18 Inspection of Use of Funds ຣЦူׄຣЦֺ಴ē޿ڶēӞࣛఆပ௣ඹ܊Ӟࣛᆇࠡᄆؑ ලົຏӞࣛᆇࠡರဈெࣣd࠙ࣛఆ࿫̟Ӟࣛఆྑௐ຿Ӟۦ·А ອ࿫ԅᆇࠡރف໻ඔ߬Ӟࣛᆇࠡರဈԅᄓ໻ெࣣͱדࣛఆ࠼͗ ರဈଽᄃĢӞࣛఆࢶຣЦ޿АӞࣛԅರဈெࣣē࠙ࣛఆ࿫Ӳݲ

ᆇॸdӞࣛఆ޿Аԅڑēω̟ზӞࣛఆԅྑௐēඔ٢ອۦݾଅ ઝఘပġ After disbursement of the Facility, the Lender shall have the right to inspect the use of Facility under this Contract on an on-site or off-site basis. The Borrower shall provide the statement report of the use of Facility and relevant fund utilization receipts pursuant to the Lender’s requirements to its Lending Office; The Lender may undertake an on-site inspection over the use of Facility, and the Borrower shall assist and provide relevant documents according to the Lender’s requirements. The items of the Lender’s inspection are as follows: cົંᆇ·ࠡူୣ൐ଅඊᆇࠡಾ׮̟ၟՇӾสĢྡྷ (i) Whether the Project Capital and other supporting funds have been put in place as agreed; έĢ؟cӞࣛဈාಾ׮֝ (ii) Whether the purpose of the Facility has changed; ރᆙ෇ᆇટ׮ࣅᄥၽؠസֳถઝĢྻޙసc၇ (iii) Whether the total investment can be controlled within the range of the budget; and ങcӞࣛఆఊน༓ྑ޿Аԅୣ൐ெࣣd (iv) Other matters the Lender deems necessary to be inspected. ёᄯ֟ຣဎဟ࠙ࣛఆᆇࠡರဈϢӲ֗࿵ູڶӞࣛఆၽ޿А ۦ·ჾēωࢶྻྦྷ؟ഈॆ෻юԅēࢶྻྑௐ࠙ࣛఆຫ୙ંົ· ලୣ൑ඨࣛϰ௜ୣ൑ອ࿫ԅӎಠd If the Lender identifies any misuse of the Facility which may hinder the completion of the Project, it may require the Borrower to make corrections within a given time limit and take other actions in accordance with any other provisions of this Contract.

ԛಥࡔඨ ໰๯ଜঽ

Article 19 Disclosure of Information ྡྷc࠙ࣛఆ࿫ဟਤભ 3 ၥ 31 ఐ஍຿Ӟࣛఆඔ߬࠼Ӟࣛఆఊ

ભޙ౨ྡྷݖמԅď1Đ࠙ࣛఆcစྜ૊ޙಝಹ๠ൎಌޙࢶԅݖ էďҶ 2013 ભ 12 ၥ 31 ఐࠒ೯ԅϭ๠ભէࢗಳĐԅ௦ඊϭ๠ͱ ĐĢفͱޙಌރζďͧࣳᆇСؕႯζc൅࿍ζcຣࠡঠ२ζ юၔĐcစූނୣᆐ٤ഓďͧࣳંγ୲ྜރ ď2ĐFull Alliance ભէďҶ 2013 ભ 12 ၥ 31 ఐࠒ೯ԅޙୣᆐ٤ഓ౨ྡྷݖރמ૊ྜ ωϭ๠ͱζďͧࣳᆇСؕႯζc൅࿍ۦϭ๠ભէࢗಳĐԅ௦ඊ էѺ 30 ఐઝޑĐd࠙ࣛఆ࿫ဟਤفͱޙಌރζcຣࠡঠ२ζ ຿Ӟࣛఆඔ߬࠙ࣛఆ౨ྡྷޑէďҶ 2014 ભ 3 ၥ 31 ఐࠒ೯ԅޑ Շԅϭ๠ͱζڟࣛ·էࢗಳĐԅ௦ඊϭ๠ͱζdၽਤұඔ٢ सືۦഊੜēךನē࿫ලನඔ٢࠙ࣛఆԅϭ๠ؕ႓ఆஆ೧ԅྡྷ dڴࠒރസྦྷ࡬ޙՇԅْົϭ๠ᄗγԅڟලൎۦ·຅ԙၻੜ 19.1 The Borrower shall submit to the Lender: (i) a full set of financial statements (including balance sheet, income statement, cash flow statement and audit report) of the Borrower and Yongye Nongfeng for the previous fiscal year (commencing with the fiscal year ending on 31 December 2013), each to be audited by an accounting firm accepted by the Lender, by March 31 of each year; (ii) a full set of consolidated financial statements (including balance sheet, income statement, cash flow statement and audit report) of Full Alliance and its subsidiaries (including the Target Group Members) and Yongye Nongfeng and its subsidiaries for the previous fiscal year (commencing with the fiscal year ending on 31 December 2013), each to be audited by an accounting firm accepted by the Lender, by March 31 of each year; and (iii) a full set of unaudited quarterly financial statements of the Borrower for the previous quarter within 30 days of each quarter (commencing with the quarter ended 31 March 2014). When submitting such financial statements a statement signed by the Borrower’s financial officer shall be submitted at the same time, stating in reasonable details the computation basis and results of each financial indicators specified in this Contract. Պݧಬڂc࠙ࣛఆఢέٗ୲ྜ੠ыcᅞൎcᅟЈᆇ·c֝ ٤ഓჃёēݧϭ๠ჿІ؟ࣅᄥఆc࠼࿯ֳถc٤ഓफ໸ē༉ޝ

ಓၽඔࣛఐᄍ஍ݧඔࣛఐӲఐē࠙֟ܤ؞έڴԅēఢܤಓέ֟ ᆇॸͱӞࣛఆ΁ڑࣛఆ࿫ඔ஍ 3 ఐೠੋඹᄉӞࣛఆēωߜပ ē࠙ࣛఆ࿫ඔ஍ 30 ఐೠੋ܊ಓၽඔࣛఐᄍ֟ܤ؞έڴĢఢ̣ ᆇॸͱӞࣛఆ΁̣d࠙ࣛఆ֥ՇӝζఆڑඹᄉӞࣛఆēωߜပ ನೠੋඹᄉӞࣛఆdރԅē࿫ܤݧϭ๠ؕ႓ఆ֟ಓέ 19.2 In the circumstances that the Borrower changes its name, domicile, registered capital, shareholders or actual controller(s), business scope or organizational form, amends its articles of association, or makes any change in the financial policies, if such changes happen prior to or on the Withdrawal Date, the Borrower shall inform the Lender by sending a three day prior written notice and shall file the relevant documents with the Lender; if such changes happen after the Withdrawal Date, the Borrower shall inform the Lender by sending a thirty day prior written notice and shall file the relevant documents with the Lender. The Borrower shall inform the Lender in writing timely if there is a change in the Borrower’s legal representative or financial officer. ලᄴۦ·సcӞࣛఆပ௣ྑௐ࠙ࣛఆඔ٢Ҷ·ົંोົӾ ᄘ୙޷ົંᆇ·ࠡރӞࣛᆇࠡರဈԅᄷྑՎൟ໰๯ē࠙ࣛఆ࿫ सԅನ޷ઝඔ٢dۦၽ 19.3 The Lender has the right to require the Borrower to provide all material dynamic information relating to the use of Project Capital and the Facility during the period from the initiation of the Project to the termination of this Contract, and the Borrower shall submit such dynamic information within a reasonable timeframe. ޚჿ؉ଛᅹc༘ࢶcල࿉cԈۥങc࠙ࣛఆ࿫ӲၽݦԄఉ ಥ๔ّ࿯ྜఐઝඔ٢ٓӞࣛఆ؞ԉำߑԅ؏࿦ߑd܊ݧ΁̣ 19.4 The Borrower shall provide to the Lender copies of all governmental approvals, licenses, consents, registrations or filings within fifteen (15) Business Days after receipt of such documents.

ՊďӖĐڂ๔c࠙ࣛఆ࿫ਤ͖ભ຿Ӟࣛఆͱഢ·ົંֺْ Ģྑޠݖ࿐ރसЊࢅ࿐ڕމغݖcՌಹݖc 19.5 The Borrower shall submit to the Lender the resolutions and minutes of the shareholders meeting, board of directors and the senior managements of the parties to the Project every half-year; ঢcၽ֥৐ൎϢࠬᄘயϢดֱճԛసఆൎؕ࿌๠ԅֳถ ᆐ٤ഓંົٳઝē࠙ࣛఆ࿫ၽୣᄉԁݧ࿫Ӳᄉԁંγ୲ྜݧω ெࣣೠੋඹᄉӞࣛఆġڑನߜပރఐઝ 60 ܊ѻຣຏॹெࣣ 19.6 To the extent not prohibited by the law and without any violation of obligations to any third party, the Borrower shall forthwith notify the Lender of the occurrence of any of the following events in writing within 60 days after it has actual or constructive knowledge of the occurrence to the Target Company or the Merger Sub: 1. ·ົંԅᄷӖ෇ᆇέܤĢ (1) any Material Investment Change of the Project; 2.࿯ၮю·ԅ࿓ШέܤĢ (2) any Unusual Change in Operational Costs; 3.ଶ૧cࢺܜcೇЦ௛ԁԉԅᄷӖϢॆέܤĢ (3) any Material Adverse Change in the brand, customers and market channels, etc. І৛ēͧࣳඨߑc୙ຫcഈ༝cΑैԉୣ൐ᄷྑಹ܃ד.4 ົԅέܤĢ (4) any changes in its dividend distribution policies including conditions, terms, order of priority, proration and other important matters; ᆐ٤ഓћ༣࠼࿯ԅୣ൐ᄷӖϢંົٳ࿵ູંγ୲ྜݧω.5 ॆέܤd (5) other Material Adverse Change affecting the continued operation of the Target Company or the Merger Sub.

ٳюၔcωූނюၔcఉྡྷંγ୲ྜූނ୞cఉྡྷ࠙ࣛఆ ᆐ٤ഓcӤͬఆc֟୯ఆᄩགྷఆပຏॹெࣣ֟ಓನēၽ֥ંົ ৐ൎϢࠬᄘயϢดֱճԛసఆൎؕ࿌๠ԅֳถઝ,࠙ࣛఆ࿫ၽୣ ᄉԁݧ࿫Ӳᄉԁᄍఐ୯ 30 ఐઝೠੋඹᄉӞࣛఆġ 19.7 To the extent permitted by the law and without any violation of obligations to any third party, the Borrower shall notify the Lender of the occurrence of any of the following events in writing within 30 days after it has actual or constructive knowledge of the occurrence to any Borrower Group Member, any Target Group Member, the Merger Sub, any Guarantor or any Sponsor Pledgor: ԅϢࢶࢦॏಹߑĢંົ·ރ౿ۥಓఉ֟.1 (1) any force majeure event related to the Project; ᄷӖᄸϪcഴതݧ໻ჿё༝Ģۥࡼదఉ.2 (2) being involved in any Major Arbitration, Litigation or Administrative Proceeding; ලၟՇۦ·ดֱۥดၟಹߑݧఉۥලၟՇԅఉۦ·ಓ֟.3 ԅெ໹Ģ (3) Occurrence of any default event specified in this Contract or any violation of the provisions hereof; ලԅো໻СۦᄩགྷۥලݧఉۦӤͬۥලݧఉۦ·ճۥఉ.4 ჿІέރڟԙ௕֥৐֥ۤޥڳڑಓݧࢶટСಓᄷӖ࿵ູԅອ Ģٗ (4) any changes in laws, regulations or policies of relevant countries and regions which have or may have material impact on the performance of this Contract or any Guarantee Contract or any Pledge Contract; ԅჾШࠩ໻֟ಓᄷӖϢॆ࿵ູԅಹߑĢંົ·ރճ౿.5

(5) any event which has a material adverse effect on the normal course of the Project; ંົ·ރԛసֺᄍ޷֟ಓԅ౿ۥՊᄍ޷ēݧୣူఉڂူ.6 ᄷӖჺ࿐ēݧࢶટճୣჾШ࠼࿯ݣՎСಓᄷӖ࿵ູԅఉۥԅఉ ୣ൐ᄷӖჺ࿐dۥ (6) any Major Disputes related to the Project among its shareholders or with any third parties, or any other Major Dispute which may cast material effect on the normal operation of its business. सྑௐԅನ޷ઝ຿Ӟࣛఆඔ߬Ӟۦc࠙ࣛఆ࿫ၽӞࣛఆ̶ ࣛఆྑௐඔ٢ԅୣ൐໰๯d 19.8 The Borrower shall provide all other information required by the Lender to it during a time period reasonably required by the Lender. ࡔc࠙ࣛఆͬᄃఢಬ຿Ӟࣛఆଜঽ౨೭໰๯ωͱഢ౨೭ϫ ॸd 19.9 The Borrower warrants that it will disclose the above- mentioned information and submit the above documents to the Lender without concealment.

ௐྑރڕԛ֝ಥඨ ·ົં޳

Article 20 Supervision and Management of the Project and Relevant Requirements ࠙ࣛఆۤ·ົંēϰ௜ຏॹֺ಴׀cӞࣛఆပ௣Շ୙ᆜྡྷ ॴࠓ·ົંྻރ࠙ࣛఆெࣣġ The Lender shall have the right to visit the Borrower and the Project at regular intervals, and take the following measures to understand the situation of the Project and the Borrower: ďྡྷĐධ௜࠙ࣛఆᅖྑؕ႓ఆճ·ົંࠩႺெࣣݘͱĢ

(i) Listen to the report of developments of the Project by the responsible officer of the Borrower; ޙଽᄃcݖޙď֝ĐАၧ࠙ࣛఆݧ·ົંԅϭ๠ͱζcݖ ᆇॸĢڑୣ൐ပރᆇॸྻޙ჌ϥԉϭ๠ݖ (ii) Review the financial and accounting documents and other relevant documents related to the Borrower or the Project, such as financial statements, accounting vouchers and accounting books; ďసĐۢА࠙ࣛఆԅϭ๠cᆇࠡᅱࣣd (iii) Check the Borrower’s financial and funds position. ᄓ໻ெܣޙ༣܊ંົ·cӞࣛఆပ௣ॴࠓc޿Аc޳՜֝ ࣣd The Lender has the right to know, inspect and supervise the implementation of the Project. γ୲ં܊ٳωރసcӞࣛఆပ௣ॴࠓc޿Аc޳՜࠙ࣛఆ รࣿൎСಓԅ໭Ⴏ๠cճෳӤͬcᆇ·໿ᄆѻcᆇСѻڑပྜ cճෳ෇ᆇԉᄷӖಹົԅζࢅெܤΑैέڂୣћރՊڂ೒c ࣣd The Lender has the right to know, inspect and supervise the voting and decisions of the Borrower and the acquired Target Company in respect of major matters such as future new debts, external guarantees, capital expenditure, sale of asset, changes in shareholders and shareholding proportions, external investments, etc. dۦ࠙ࣛఆճӞࣛఆԅ౨೭ݣՎ࿫ိྻଅ The Borrower shall be cooperative with the above mentioned activities of the Lender.

ԛ֝ಥྡྷඨ ࠙ࣛఆԅ௣ॆۤ࿌๠

Article 21 Rights and Obligations of the Borrower ලԅၟՇರဈӞࣛēပ௣ྑௐӞࣛۦ·c࠙ࣛఆပ௣̟ྡྷ ලၟՇඔ٢ӞࣛĢۦ·ఆ̟ 21.1 The Borrower shall have the right to use the Facility in accordance with the provisions of this Contract, and shall have the

right to require the Lender to disburse the Facility pursuant to the provisions hereof; ඔࣛĢܣޙලၟՇԅඔࣛۦ·c࠙ࣛఆ࿫̟֝ 21.2 The Borrower shall drawdown the Facility based on the withdrawal schedule provided for herein; ࣛĢܮලԛಥങඨԅၟՇඔ஍ۦ·సc࠙ࣛఆပ௣̟ზ 21.3 The Borrower shall have the right to prepay the Facility in accordance with the provisions of Article 14 herein; ׎ڑӞࣛ·๯ωᄆؑອܮලၟՇЪۦ·ങc࠙ࣛఆ࿫̟ ဈĢ࠙ࣛఆ࿫ߜຏॹೌదॹదܮࣛԅᆇࠡࣿၗġ 21.4 The Borrower shall repay the principal and pay accrued interests and relevant fees in accordance with the provisions of this Contract; the Borrower shall treat the following revenues as the fund sources for repayment of the Facility: ຣࠡೌదĢރ࿍ೌ܃דۥ࠙ࣛఆԅఉ .1 (1) any dividends received by the Borrower and the cash income received by the Borrower; ᄃ௪ൎѴԄᆇۥюၔ౨ೇ٤ࢗ֟໻ఉූނఉ࿉࠙ࣛఆ.2 юၔၽୣᄃ௪֟ූނࠡēၽҮெ໹ຏē࠙ࣛఆ࿫Ҽರ؞࠙ࣛఆ ໻ำߑᄯੜ௲ഊੜ੿ԄᆇࠡߜညຕဈဟЪܮ·ӞࣛĢ (2) the proceeds raised from the public offering of any securities in the Listing of or any Borrower Group Member, in which case the Borrower shall cause such Borrower Group Member to explicitly disclose in its securities offering instruments that the proceeds raised in such public offering will be prioritized in the repayment of the Facility; 3. ࠙ࣛఆѻ೒ᆇСൎԄࣈ҂ճලफᆇСԅၼ෇ᆇ܊ൎဥࡊ ೌదĢ (3) the net income from the sale of the Borrower’s assets after deducting the re-investment in equivalent assets;

࠙ࣛఆ࿙ݧပಹົ֟ಓൎԄԅࡊೌదēఢͬຢसଃࣈ҂ .4 ۤ ;ԅ֍ෳຣࠡೌద܊ᆇСԅป༉ٗ໭ڑճອ (4) any net income resulting from the Borrower’s contingencies, such as extra cash inflow resulting from insurance compensation after deducting the repairing and replacement cost incurred by relevant assets; ࠙ࣛఆ࿙ࡨ࠙ୣ൑Ⴏ๠֗௜Ԅԅೌదd .5 (5) the Borrower’s receipt of the proceeds of any other Indebtedness. юၔၽൎပූނ๔c࠙ࣛఆ࿫Ӳω࿫ӲҼರୣ൐ْ࠙ࣛఆ ৐c֥֥ۥԅఉڑֺੋᆮ೏ူୣྜ๠ۤ࠼࿯c·ົંࠩႺອ ನ͗सۤ෻юൎပ್༣ĢރՇڟڑसပڕෳݘޥڳēω̟ڟ 21.5 The Borrower shall, and shall cause each other Borrower Group Member to, abide by any laws and regulations applicable to their business and operations and development of the Project in all respects , and forthwith handle and complete all procedures in accordance with relevant provisions of foreign exchange administration of the state; ලၟՇԅဈාēϢԄ૓ۦ·ঢc࠙ࣛఆ࿫ߜӞࣛᆇࠡဈဟ ဈĢ 21.6 The Borrower shall use the proceeds of the Facility for the purposes specified in this Contract, and shall not appropriate such proceeds for other purposes; ලၟՇࠩ໻ӞࣛᆇࠡᄆؑĢۦ·୞c࠙ࣛఆ࿫̟ 21.7 The Borrower shall pay the proceeds of the Facility in accordance with the provisions of this Contract; ನඔ٢ރसྑௐۦලၟՇݧӞࣛఆԅۦ·c࠙ࣛఆ࿫̶̟ ໻cࠒדୣ࠼͗ރӞࣛఆۦᆇॸēω࿫ଅۤৃޚӞࣛᆇࠡರဈ ޿АĢڑອރसڕസ࠼͗໻ճӞࣛᆇࠡᄆؑԅ 21.8 The Borrower shall forthwith provide the records and information relating to the utilization of the proceeds of the Facility in accordance with this Contract or the Lender’s reasonable requirements, and shall cooperate with the Lender, its Lending

Office and its Settling Office for the management and relevant inspection of the payment of the proceeds; Ӟࣛēఢۥюၔࠩ໻ఉූނࡔc࠙ࣛఆۤ/ݧୣ൐ْ࠙ࣛఆ ୣރ Full Alliance ڶႯ๠ᆙ֍ߜбޙୣᆐ٤ഓदރ Full Alliance ωϭ๠ͱζᄯൎॹᆙᆇСࡊᄔԅ 75 %ē࿫ಹۦᆐ٤ഓᆫ࠭ભէ ຕჸԄӞࣛఆೠੋල࿉Ģ 21.9 Where the Borrower and/or any other Borrower Group Member intends to borrow any loan, it shall obtain the Lender’s prior written consent if the accumulated indebtedness of Full Alliance and its Subsidiaries exceeds 75% of the net value of the total assets of Full Alliance and its Subsidiaries as reported in the latest consolidated annual financial statements of Full Alliance and its Subsidiaries; ӦΓݧտΓອڶюၔඹූނಥc࠙ࣛఆۤ/ݧୣ൐ْ࠙ࣛఆ ۥԅ߬྾ѻ೒cѻᆟcѻ௾cᅧ௾ݧྻୣ൐ֺ಴҉ᄢୣఉ॓ڑ Ӿୣރฃਥ၍ԅᄷӖᆇСēݧ؞ԉ҉ᄢ໻น౿ 5000 ڶᄔбޮ ᆙᆇСԅ 10%ݧࡊᆇСԅ 20%ྻ౨ԅᄷӖᆇСē࿫ಹຕჸԄӞ юූނ࠙ࣛఆۥࣛఆೠੋල࿉ĢҮෳē࠙ࣛఆ࿫௲ͬď1Đఉ ރྻ ,௣ڂۥၔѻ೒cᄩགྷݧྻୣ൐ֺ಴҉ᄢୣᆐ٤ഓԅఉ सЊఆၔcMSPEAcLead Richڕюၔԅූނ࠙ࣛఆۥď2Đఉ ۥѻ೒cᄩགྷݧྻୣ൐ֺ಴҉ᄢୣᄐࠄݧ޷ࠄԙಬ࿍࿺ပԅఉ ௣ē࢈࿫ಹຕჸԄӞࣛఆೠੋල࿉dڂۥюၔԅఉූނ࠙ࣛఆ ලྸۦՇēLead Rich ࢶѻ೒ୣ࿺ပԅӬٔ࡬ᄩགྷڟပ஍೭ڕ࠰ ԅךڂē஍ඔಾď1Đ؞ԉךڂ ࠼ᄩགྷٓӞࣛఆԅ Full Alliance ලົຏۦᄩགྷڑѕӤ Lead Rich ၽອךڂ৹ԅٳ৹ఆ࡜؞ԉٳ ࠓךڂ৹ఆ༓ၽ؞ԉٳԅךڂ࿌๠Ģயď2Đ؞ԉڑԅ௦Ϧອ ԅᄩགྷךڂ؞ԉڑပך҂ᄩགྷԅලྡྷఐஆ೧ω຿Ӟࣛఆ߬ؑྡྷ ලၽ໹಴౨༖ူ Lead Rich ူӞࣛఆᄍ஍ஆ೧ۦලē؞ᄩགྷۦ ౨೭ۦල࡮ပಬᄩອලઝఘயนӞࣛఆਁ࿉dճဟ׸ۦԅᄩགྷ ѻ೒ēLead Rich ࿫ඔ஍ 10 ّ࿯ྜఐ຿Ӟࣛఆඔѻךڂඨߑԅ सನ޷ઝိྻۦԅ܊ё༝ڑೠੋಃைēӞࣛఆߜၽ෻юઝϦပ Ӟࣛఆߜ΄ೊนྸ࠼ල࿉؞ԉѻ೒Đdน܊؞ನ޷ڶල࿉ďб

Υੇ୦࿌ēLead Rich รٔ࡬·ඨѻ೒ԅୣ࿺ပԅ Full Alliance ලۦල຿Ӟࣛఆᄩགྷē؞ᄩགྷۦ༣ٔ࡬ྡྷᄩགྷޟߜךڂԅಚဥ ල࡮ပಬۦ໹಴౨༖ူ Lead Rich ူӞࣛఆ޷ᄍ஍ஆ೧ԅᄩགྷ ᄩອලઝఘĢ 21.10 The Borrower and/or any other Borrower Group Member shall not sell, lease, assign, transfer or otherwise dispose of any significant assets in excess of US$ 50 million or involving 10% of its total assets or 20% of its net assets, whether in a single transaction or a series of related transactions, without prior written consent of the Lender; in addition, the Borrower shall ensure that, without prior written consent of the Lender, no Borrower Group Member shall sell, pledge or otherwise dispose of any equity interests in any of its Subsidiaries, neither shall each of MSPEA, Lead Rich and any officer of any Borrower Group Member sell, pledge or otherwise dispose of any equity interests he/she/it beneficially owns in any Borrower Group Member. Notwithstanding the foregoing, Lead Rich may sell any shares it owns in Full Alliance which are pledged to the Lender under a Pledge Contract provided that (i) the purchaser of such shares assumes all obligations of Lead Rich under relevant Pledge Contract in respect of the shares purchased by it; and (ii) the purchaser of such shares shall execute and deliver to the Lender a pledge contract in respect of such shares substantially in the same form as the Pledge Contract to the satisfaction of the Lender on the same date the pledge over such shares under the Pledge Contract is released by the Lender. For the sale of any shares which satisfy the above conditions, Lead Rich shall submit a written application to the Lender ten (10) Business Days prior to the sale and the Lender will agree to such sale upon the completion of relevant internal procedures within a reasonable time period (upon the lapse of which time period the Lender shall be deemed to have agreed to such sale). For the avoidance of doubt, the remaining shares in Full Alliance owned by Lead Rich which are not sold pursuant to this section shall continue to be pledged in favor of the Lender under a pledge contract substantially in the same form as

the Pledge Contract; ӦΓࠡۥюၔࠩ໻ఉූނಥྡྷc࠙ࣛఆۤ/ݧୣ൐ْ࠙ࣛఆ ࠡ֍ 10000 ฃਥ၍ ྻ౨ԅ෇ޙ֍ 3000 ฃਥ၍ྻ౨ݧ 1 ભઝद ӦΓࠡ֍ 3000 ฃਥ၍ྻ౨ݧ 1ۥω҂ෳĐēݧრ֟ಓఉۦᆇď ભઝदޙࠡ֍ 10000 ฃਥ၍ ྻ౨ԅ෇ᆇέܤē࿫࡜ୣ෇ᆇಹ ົcࠡ֍ԉெࣣē࿫ಹຕჸԄӞࣛఆೠੋල࿉Ģน·ԛಥྡྷࣛ ఆ֗ཝē“෇ᆇ”ᄗԅಾୣൎᆳԅᄐࠄݧ޷ࠄۥᄍંԅēճဟఉ ݧୣ൑ךڂ৹ݧୣ൐໹಴௜Ԅୣ൐ఆԅٳ෇ᆇēํৢಾď1Đ ৹ݧྻୣٳᄃ௪ēď2Đճୣ൐ఆѻᆇcѕӤୣ൐ఆԅႯ๠c ݤ௣ۦᆇॆ࿍ݧۦ௣ēͧࣳୣڂ൑໹಴௜Ԅୣ൐ఆԅႯ௣ݧ ৹ݧྻୣ൑໹಴௜Ԅ൐ఆ੶ྡྷྜ๠Ϧਪԅᆇٳಾď3Đܮ࿍ē ᄔޮ܊؞෇ᆇಹޙ෇ᆇԅࠡ֍ēϢޝСd෇ᆇԅࠡ֍ᄗԅಾಬ ԅಖߦd 21.11 Where the Borrower and/or any other Borrower Group Member intends to make any single investment (other than the Merger) in excess of US$ 30 million or multiple investments within one year with a cumulative amount in excess of US$ 100 million , or any single change in its investment in excess of US$ 30 million or multiple changes in its investments with a cumulative amount within one year in excess of US$ 100 million, such investment(s) or change(s) shall be subject to prior written consent of the Lender; For the purpose of this Section 21.11, “investment” means, as to any person, any direct or indirect investment by such person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another person, (b) a capital contribution to, or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another person, including any partnership or joint venture interest in such other person, or (c) the purchase or other acquisition of assets of another person that constitute a business unit. The amount of any investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such investment. ωۥюၔથࠩ໻ఉූނಥ֝c࠙ࣛఆۤ/ݧୣ൐ْ࠙ࣛఆ

ω҂ෳĐē࠙ࣛۦोc΄ѕͧ࠼࿯ݧफഛ̝૦ďדωcۦcٳ ोcѕͧ࠼࿯ԉדωcۦcٳωڑఆ࿫ඔ஍ 30 ّ࿯ྜఐߜပ ຅ெࣣඹᄉӞࣛఆēωჸԄӞࣛఆԅಹຕೠੋල࿉Ϭືރֺ̣ ֥ۦලົຏԅۦ·Ӟࣛఆၽڽࢶࠩ໻d౨೭ֺ̣ݧ̝૦ϢԄ൅ ௣࿍Ģ 21.12 Where the Borrower and/or any other Borrower Group Member intends to undertake any acquisition, merger, division, contracting the entire business out to a third party, or similar arrangements (other than the Merger), the Borrower shall inform the Lender of the plan and details of such transactions 30 Business Days in advance, and shall not proceed with such transactions without the prior written consent of the Lender. The above-mentioned plan or arrangement shall not impair the lawful interests of the Lender under this Contract; ᆠྻۥюၔϢԄஆ೧ఉූނಥసc࠙ࣛఆۤୣ൐ْ࠙ࣛఆ ڽᆠྻᄷӖ൅ۥ໘࿐ݧำߑēݧҶಹఉۥӞࣛఆॆ࿍ԅఉڽ൅ ಹົĢۥӞࣛఆॆ࿍ԅఉ 21.13 None of the Borrower and any other Borrower Group Member shall sign any agreement(s) or document(s), or conduct any activity, where, in each case, the Lender’s interests may be materially impaired thereby; ලົຏ࠙ࣛఆݧӤͬఆݧ֟ۦ·ē܊ಥങcၽӞׂࣛ֟ᄍ ēயӞࣛఆఊนߜ࿙ܤ୯ఆᄩགྷఆԅϭ๠ᅱࣣ֟ಓᄷӖϢॆέ ӞࣛԅટॏݧӤͬఆܮҮམᄷϢॆ࿵ູ࠙ࣛఆ̟ზԛ 12 ඨЪ ලટॏԅē࠙ࣛఆ࿫ၽۦලݧᄩགྷۦݧ֟୯ఆᄩགྷఆো໻Ӥͬ ӤͬఆူӞࣛఆྦྷ֥ڑӞࣛఆྑௐԅຫ୙ઝϠᆠӤͬēωဎອ ලĢۦஆՈပ໒ԅӤͬ 21.14 Upon the occurrence of any Material Adverse Change (which occurs after the funding of the Facility on the Withdrawal Date) in the financial situation of the Borrower or any Guarantor or any Sponsor Pledgor which the Lender determines materially and

adversely affects the ability of the Borrower to repay the Loan in accordance with section 12 or the ability of the Guarantors or Sponsor Pledgors to perform relevant Guarantee Contracts or Pledge Contracts, the Borrower shall, within the time limit required by the Lender, provide additional guarantee, and the relevant guarantor(s) and the Lender shall enter into a valid guarantee contract; юၔఢέٗ୲ྜ੠ූނಥ๔c࠙ࣛఆۤ/ݧୣ൐ْ࠙ࣛఆ ٤ഓჃёē؟ыcᅞൎcᅟЈᆇ·c࠼࿯ֳถc٤ഓफ໸ē༉ ಓၽඔࣛఐᄍ஍ݧඔࣛ֟ܤ؞έڴԅēఢܤݧϭ๠ჿІ֟ಓέ ᆇॸͱڑఐӲఐē࠙ࣛఆ࿫ඔ஍ 3 ఐೠੋඹᄉӞࣛఆēωߜပ ē࠙ࣛఆ࿫ඔ஍ 30܊ಓၽඔࣛఐᄍ֟ܤ؞έڴӞࣛఆ΁̣Ģఢ ᆇॸͱӞࣛఆ΁̣d࠙ࣛఆۤ/ݧڑఐೠੋඹᄉӞࣛఆēωߜပ ԅēܤюၔ֥Շӝζఆݧϭ๠ؕ႓ఆ֟ಓέූނୣ൐ْ࠙ࣛఆ ࿫ރನೠੋඹᄉӞࣛఆĢ 21.15 In the circumstances that the Borrower and/or any other Borrower Group Member changes its name, domicile, registered capital, business scope or organizational form, amends its articles of association, or makes any change in the financial policies, if such changes happen prior to or on the Withdrawal Date, the Borrower shall inform the Lender by sending a three day prior written notice and shall file the relevant documents with the Lender; if such changes happen after the Withdrawal Date, the Borrower shall inform the Lender by sending a thirty day prior written notice and shall file the relevant documents with the Lender. The Borrower shall inform the Lender in writing timely if there is a material change in the legal representative or financial officer of the Borrower and/or any other Borrower Group Member; юၔ࿫ճୣ࠼࿯ͬћჾූނಥঢc࠙ࣛఆۤୣ൐ْ࠙ࣛఆ /सԅನ޷ઝēၭ༘Ӟࣛఆۤۦۥ჌Јēωၽఉۤৃޚܜ௲ԅ჌ юၔූނճ࠙ࣛఆۤ/ݧୣ൐ْ࠙ࣛఆูڄݧӞࣛఆᄗ૪ԅᅥྜ ޿АϢۤ׀޿АēӬӞࣛఆԅАۤ׀჌Јࠩ໻Аۤৃޚܜԅ჌

юၔԅჾШၮ࿯Ģූނसԙ࿵ູ࠙ࣛఆݧୣ൐ْ࠙ࣛఆۦ࿫Ϣ 21.16 The Borrower and all other Borrower Group Members shall keep correct account records and books for their business operations, and shall allow the Lender and/or the consultant appointed by the Lender to access and examine the same at any reasonable time, provided that such access and examination shall not unreasonably interrupt the normal business operation of the Borrower or such other Borrower Group Member; ᄷۥюၔՈोԅఉූނಥ୞cఢ࠙ࣛఆۤ/ݧୣ൐ْ࠙ࣛఆ ดၟಹߑē࠙ࣛఆ࿫ၽᄉԁݧ࿫Ӳᄉԁ֟ۥӖ໘࿐ົຏ֟ಓఉ ಓ؞ԉดၟಹߑᄍఐ୯ 3 ّ࿯ྜఐઝೠੋඹᄉӞࣛఆĢ 21.17 The Borrower shall inform the Lender in writing within three (3) Business Days after it has actual or constructive knowledge of the occurrence of any default event under any Material Agreement signed by the Borrower and/or any other Borrower Group Member; ࠙ࣛఆۤ/ݧୣ൐ْ࠙ރēఢ֟ಓ౿܊ලஆ೧ۦ·ಥ̶cᆑ ᄷӖᄸϪcഴതݧ໻ჿё༝ē࠙ࣛఆ࿫ၽۥюၔԅఉූނࣛఆ ᄉԁݧ࿫Ӳᄉԁ֟ಓ؞ԉಹߑᄍఐ୯ 3 ّ࿯ྜఐઝೠੋඹᄉӞ ࣛఆĢ 21.18 The Borrower shall inform the Lender in writing within three (3) Business Days after it has actual or constructive knowledge of the occurrence of any Material Arbitration, Litigation or Administrative Proceeding involving the Borrower and/or any other Borrower Group Member after the execution of this Contract; ಥࡔcร࠼Ӟࣛఆಹຕೠੋල࿉ē࠙ࣛఆۤ/ݧୣ൐ْ࠙ࣛ юූނ࠙ࣛఆޥюၔϢԄ຿ԛసֺඔ٢ӞࣛďϢͧࣳྡྷූނఆ ໹಴ԅӤͬĢۥюၔඔ٢ԅӞࣛĐݧఉූނ࠙ࣛఆޥၔ຿খྡྷ 21.19 The Borrower and/or any other Borrower Group Member shall not provide any loan (other than loans from one Borrower Group Member to another Borrower Group Member) or guarantee in any form to any third party without the prior written consent of the

Lender; ٝމӞࣛఆճ࠙ࣛఆࠩ໻ԅ໰ဈିۦಥc࠙ࣛఆ࿫ଅ֝ ᆇॸĢڑᆴēω̟Ӟࣛఆԅྑௐඔ٢ອ 21.20 The Borrower shall cooperate with the Lender in its credit ratings of the Borrower and provide relevant documents required by the Lender; ලົຏӞࣛ෻௦ۦ·ୣᆐ٤ഓ࿫ၽރ ಥྡྷcFull Alliance֝ ூЪᄍ஍ᆮ೏ຏ೭ϭ๠ᄗγġ 21.21 Full Alliance and its Subsidiaries shall comply with the following financial ratios before the Facility hereunder is fully repaid 1cᆇСؕႯ৑ďᆇСؕႯ৑=ؕႯᆙ֍/ᆙᆇС×100%ĐϢ ဟ 75 %Ģغ (i) Asset-liability ratio (Asset-liability ratio= total liabilities / total assets×100%) shall not be higher than 75%; غ2cݧပؕႯ৑ďݧပؕႯ৑=ݧပؕႯ֍/ؕႯᆙ֍ĐϢ ဟ 50 %Ģ (ii) Contingent liabilities ratio (Contingent liabilities ratio= contingent liabilities amount/ total liabilities amount) shall not be higher than 50%; юၔ࿫ปћୣӉ༣ēූނಥ֝c࠙ࣛఆۤୣ൐ْ࠙ࣛఆ֝ ჾӲۤပ໒ԅֺ಴࠼࿯ୣྜ๠ēωᆮ೏ൎပճୣುဈԅ֥ྻ ;c೑௣c໘࿐ۤ࿌๠ēᄆؑୣൎပ࿫ؑԅӾ୙അࣛڟ৐c֥ έ؟ಬᄩ໿ۥюၔԅ࠼࿯ᆴѻఉූނγ୲ྜંۥ࠙ࣛఆၽճఉ ᄍ஍࿫ಹຕჸԄӞࣛఆԅೠੋල࿉Ģ 21.22 The Borrower and each other Borrower Group Member shall maintain their subsistence and operate their business in a legitimate and effective manner, comply with all applicable laws, regulations, authorizations, agreements and perform their obligations, and pay all the due and payable taxes; the Borrower shall obtain the Lender’s prior written consent before making any

material changes to the operation of any Target Group Member; ನݦԄ࿺ރюၔ࿫Ӳූނಥసc࠙ࣛఆۤୣ൐ْ࠙ࣛఆ֝ ලൎ༓ྑԅൎပଛۦ·ပୣᆇСcߙಁc࠼࿯·ົંۤো໻ ΁̣ēωปћ؞ԉಹົћ༣ပ໒Ģۤޚᅹc༘ࢶcල࿉cԈ 21.23 The Borrower and each other Borrower Group Member shall complete all the approval, permit, consent, registration and filing procedures required for possessing their assets, constructions and operations, and performing this Contract in a timely manner, and shall keep the same in full force and effect; юၔ࿫Ӳ௲ͬϢݖ߈ූނಥങc࠙ࣛఆۤୣ൐ْ࠙ࣛఆ֝ ලົຏൎۦ·౲ୣᅟЈᆇ·ēωய࠙ࣛఆਤભၽூЪ෻Θୣၽ דՊڂݧྻୣ൐ֺ಴຿ॆ܃ଅדՊڂပӲભ࿫ؑࣛົ஍ϢԄ຿ ଅୣ൐ೌ࿍Ģ 21.24 The Borrower and each other Borrower Group Member shall ensure not to reduce its registered capital. The Borrower shall not distribute dividend to its shareholders or make any other income distribution to its shareholders before full repayment of all the due and payable amount under this Contract in each year; ලົຏԅ௦Ϧ࿫ؑࣛົ஍ē࠙ࣛఆϢۦ·ಥ๔cၽூЪ֝ Պඔ٢ԅӞࣛڂܮֺ಴ЪۥԄω࿫Ҽರ Full Alliance ϢԄྻఉ ԅӞࣛ҂ܮЪ܊ಓ໒ನ஍ٳԅēω༓ၽωڶďྸ຿Ӟࣛఆଜঽ ෳĐĢ 21.25 Except for those loans disclosed to the Lender which are to be repaid on or about the Acquisition Effective Time, the Borrower shall not, and shall procure that Full Alliance shall not, repay any loan provided by its shareholder(s) by any means before full repayment of all the due and payable amount under this Contract; થٲюၔԅ٤ഓࠒූނಥঢcయ࠙ࣛఆݧୣ൐ْ࠙ࣛఆ֝ ᄍఐ஍ 60ܤથ֟ಓέٲ௣ࠒڂē႕࠙ࣛఆ࿫Ӳၽܤέۥಓఉ֟ ܊ఐߜ؞ԉெࣣೠੋඹᄉӞࣛఆēωჸԄӞࣛఆಹຕೠੋල࿉ ۦ༓׸ٲюၔԅ٤ഓࠒූނϬࢶࠩ໻d࠙ࣛఆۤୣ൐ْ࠙ࣛఆ ϦਪԅଛᅹྑௐďఢುڑပۦՇய׸ڟ৐ԅ֥ޥڳڑပރڳᄯ

ဈĐĢ 21.26 If the corporate structure of the Borrower or any other Borrower Group Member is proposed to change, the Borrower shall notify the Lender in writing 60 days before such proposed change and shall not proceed with such change without the Lender’s prior written consent. The corporate structure of each of the Borrower and other Borrower Group Members shall comply with the provisions of the laws of China and other relevant nations and be in line with the approval requirements of relevant authorities (if any); юၔϢԄՈोࢶટճූނಥ୞c࠙ࣛఆۤୣ൐ْ࠙ࣛఆ֝ ໘࿐Ģۥԅఉܤୣϭ๠ݧრୣ൐ெࣣСಓಬᄩ໿Ϣॆέ 21.27 None of the Borrower and other Borrower Group Members shall enter into any agreement, which may have any material adverse effect on its financial or other situations; ֺ॓ڑюၔϢԄူୣූނಥ̶c࠙ࣛఆۤୣ൐ْ࠙ࣛఆ֝ ֺᄆ॓ڑලݧ໘࿐Ģݧ຿ୣۦۥ٤଼߬྾ၐ႕ԅఉۦՈोϢ׸ ٤଼߬྾ၐ႕ԅࣛົĢۦϢ׸ۥఉؑ 21.28 None of the Borrower and other Borrower Group Members shall enter into any contracts or agreements with their Affiliates, which are not on an arm’s length basis, or make any payment to their Affiliates, which are not on an arm’s length basis; ࿫Ӳ̟ზԛಥঢඨԅၟՇࢗोמಥࡔc࠙ࣛఆۤစྜ૊֝ ۦēωࠄ೓ωݲݾଅܜՇರဈ؞ԉ჌ڟලԅۦ·ē̟ܜ჌ંົ Ģڕԅ޳ܜ໻cࠒസ࠼͗໻ճ؞ԉ჌דୣ࠼͗ރӞࣛఆ 21.29 The Borrower and Yongye Nongfeng shall open Project Accounts in accordance with the provisions of Article 16, use such accounts pursuant to the provisions of this Contract, accept and cooperate with the supervision and management of such accounts by the Lender and its Lending Office and Settling Office; І৛ēͧࣳ܃דюၔ࡜ୣූނసಥc࠙ࣛఆۤୣ൐࠙ࣛఆ έ஍࿫؟ۥඨߑc୙ຫcഈ༝cΑैԉୣ൐ᄷྑಹົēᆳѻఉ

ჸԄӞࣛఆೠੋල࿉Ģ࠙ࣛఆ࿫௲ͬୣ൐࠙ࣛఆނූюၔϢԄ ଅԅ໘࿐ݧრճדݧᆴୣ൐ೌ࿍܃דՈोݧปћࠬᄘcຫᄥୣ ලۦ·ଅؘަඨߑຫᄥԅ໘࿐ēӬ֥৐ݧדݧୣ൐ೌ࿍܃דୣ юၔၽਤّϭූނՇԅ҂ෳĢ࠙ࣛఆ࿫௲ͬୣ൐࠙ࣛఆڟখပ ଅ/ᅧדݧᆴୣ൐ೌ࿍/ۤॆ܃ଅד๠ભէၽ֥৐༘ࢶԅֳถઝ ӞࣛĢ࠙ࣛఆၽೌӾܮලඨࣛЪۦ·ზ̟ٴ௾ēྻά࠙ࣛఆટ ĢܜӉదЪႯᆇࠡᅥဈ჌އଅನ࿫ोדݧୣ൐ೌ࿍ݧ܃ד 21.30 The Borrower and all other Borrower Group Members shall obtain the Lender’s prior written consent before making any changes to their dividend distribution policies including conditions, terms, order of priority, proration and other important matters. The Borrower shall ensure that none of the other Borrower Group Members shall enter into or maintain any agreements prohibiting, restricting or conditioning their distribution of dividends or other incomes, unless otherwise required by laws or this Contract; the Borrower shall ensure that the other Borrower Group Members will distribute dividends and/or make distribution/transfer of other incomes within the scope permitted by laws every fiscal year, so that the Borrower may repay the Facility in accordance with the terms of this Contract; the Borrower shall transfer the dividends or other incomes into the Special Account for Loan Repayment immediately after receipt of the same; ලۦ·సಥྡྷc࠙ࣛఆ࿫௲ͬ຿Ӟࣛఆඔ٢ԅน࠙ࣛఆၽ ୯ఆᄩགྷఆْ֟ރලຏԅ࿌๠ۦຏԅᄆؑ࿌๠ۤӤͬఆၽӤͬ ලຏԅ࿌๠ď࡜น؞ԉ࿌๠຿Ӟࣛఆඔ٢ԅӤͬۦᄩགྷڑၽອ ဟ࠙ࣛఆݧӤͬఆݧ౨೭֟୯ఆᄩغཝĐၽூЪұ༝౨ಳᄴ֗ ՇԅඹШುဈဟڟགྷఆԅୣ൐Ⴏ௣ఆճୣ࿺ပԅႯ௣ēӬ֥৐ ԅႯ௣҂ෳĢܮ٤ഓԅညຕЪ 21.31 The Borrower shall ensure that the security granted to the Lender securing the payment obligations of the Borrower under this Contract and the obligations of each Guarantor under the relevant Guarantee Contract and the obligations of each Sponsor Pledgor under the relevant Pledge Contract rank senior (to the extent of the

security granted to the Lender for such obligations) to the claims of other creditors of the Borrower or such Guarantor or such Sponsor Pledgor, except for obligations mandatorily preferred by law applying to companies generally. ලົຏൎပӾ୙࿫ۦᄆؑୣၽົંއసಥ֝c࠙ࣛఆ࿫ो ලຏԅۦୣၽົંܙसࢶ໻ԅӎಠͬۦԅࣛົēωϰ௜ൎပؑ ௣ॆރࡗޖĢ 21.32 The Borrower shall pay all amounts due and payable under any Project Contract immediately, and take all reasonable and feasible measures to protect its rights and reliefs under the Project Contracts; ࿯ྜఐઝّ 90 ܊ಓ໒ನᄍٳసಥసc࠙ࣛఆ࿫௲ͬၽω ڳҶઌഎӒࢸᄃ௪߬྾ൎොೇωྦྷ༉Ոԅਥךڂγ୲ྜં Շ௜່ୣᄃ௪ԅᅟЈĢۤڟw1934 ભᄃ௪߬྾֥xᄍ 21.33 The Borrower shall make sure that shares of the Target Company will be delisted from NASDAQ and deregistered in accordance with the Securities Exchange Act of 1934 (as amended) within 90 Business Days after the Acquisition Effective Time; and సಥങc࠙ࣛఆ࿫Ӳٔ࡬ӞࣛఆԅϢನྑௐē຿Ӟࣛఆඔ सԙਁ࿉ԅ࿫ೌ჌ࣛc࿫ؑ჌ࣛcӉݪԉყಬϭ๠ᅱۦ٢গୣ dفࣣԅೠੋͱ 21.34 The Borrower shall, upon the Lender’s request from time to time, provide the Lender with a written report to the reasonable satisfaction of the Lender on its true financial situations, such as receivables, accounts payables and inventory. ၽ֥৐ၭ༘ԅֳถઝᆫӖמసಥ๔c࠙ࣛఆ࿫Ҽರစྜ૊ ᄆؑރݧࠩ໻ୣ൐ᄆؑēᄆؑ֍էॆ܃Պᄆؑڂຫէԙ຿ࡂෳ ܮලົຏԅۦ·ನ޷࿫ᆠྻਁᆠ࠙ࣛఆၽ؞ϭჿભէ̟ನো໻ ࣛ࿌๠d 21.35 The Borrower shall procure Yongye Nongfeng pays out the maximum legally permissible amount of dividends and/or distributions in each financial year to its shareholders, in such

amounts and at such times as are necessary to enable the Borrower to meet all of its payment obligations under this Facility Contract in respect of that financial year at the time required.

ԛ֝ಥ֝ඨ Ӟࣛఆԅ௣ॆ

Article 22 The Lender’s Rights ׎ڑӞࣛ·๯ωೌ௜ອೌݍලၟՇۦ·cӞࣛఆပ௣̟ྡྷ ဈĢ 22.1 The Lender shall have the right to the repayment of the principal and accrued interests, as well as charging relevant fees, as agreed in this Contract or IOU; ރcӞࣛఆပ௣ॴࠓc޿Аc޳՜࠙ࣛఆԅӞࣛರဈྻ֝ ·ົં෗ࠩᄯԅޙܣᄓ໻cϭ๠ೌᄆԉெࣣĢ 22.2 The Lender shall have the right to know, examine and supervise the Borrower’s use of the Facility, plan implementation and cash inflow and outflow and other situations during the process of the Project; ؏ල୙ຫઝပ௣ճ࠙ࣛఆ໰ဈࠩ໻ભէۦ·సcӞࣛఆၽ ಌd 22.3 The Lender shall have the right to conduct annual review on the Borrower’s creditability within the term of this Contract. ӞࣛdݍՇඔ஍ೌڟලԅۦ·ങcӞࣛఆပ௣ٔ࡬ 22.4 The Lender shall have the right to accelerate the repayment of the Facility based on the provisions of this Contract.

ԛ֝ಥస ඨ Ӥͬ

Article 23 Guarantees ೄӎಠġܯຢפලຏԅӞࣛϰ௜ྻຏӤͬۤۦ·cྡྷ 23.1 The Facility under this Contract shall be secured by the following security and risk relief methods:

ďྡྷĐ๑ᆐಃຕಓྻރᄲ໶ਜ૏ಶྻୣћပԅՊఔԅ௦Ϧ ௣ඔ٢ᄩགྷӤͬdڂ 23.1.1 A pledge of all the shares of the Orient Blossom by Mr. Wu Zishen and Ms. Zhong Xingmei. ιྻୣћပԅ Fullד Lead Rich ރྻ ď֝ĐՊఔcMSPEA ௣ඔ٢ᄩགྷӤͬdڂAlliance ԅ 23.1.2 A pledge of all the shares of Full Alliance by each of the Orient Blossom, MSPEA and Lead Rich. ௣ඔ٢ᄩགྷӤڂďసĐFull Alliance ྻୣћပԅ࠙ࣛఆ௦Ϧ ͬd 23.1.3 A pledge of all the shares in the Borrower by Full Alliance. ē࠙ࣛఆྻୣћပԅંγ୲ྜԅ௦܊ಓ໒ನᄍٳďങĐω ௣ඔ٢ᄩགྷӤͬdڂϦ 23.1.4 A pledge of all the shares in the Target Company by the Borrower upon the Acquisition Effective Time. ď๔Đͧ౥࿟໻຿Ӟࣛఆඔ٢ࠡ֍น 3300 ฃਥ၍ݧԉᄔ Ӥͬdۆఆ੖Λԅͬ 23.1.5 A letter of guarantee provided by Baoshang Bank in the amount of 33,000,000 U.S. dollars or equivalent amount in RMB. ௣ඔڂďঢĐંγ୲ྜྻୣћပԅ Fullmax Pacific ԅ௦Ϧ ٢ᄩགྷӤͬd 23.1.6 A pledge of all the shares in Fullmax Pacific by the Target Company. ď୞ĐFullmax Pacific ྻୣћပԅ Asia Standard Oil ԅ௦Ϧ ௣ඔ٢ᄩགྷӤͬdڂ 23.1.7 A pledge of all the shares in Asia Standard Oil by Fullmax Pacific. ֺߜճစྜڑ࿯ྜఐઝēْອّ 90 ܊ಓ໒ನٳď̶Đω 100% מ௣ࠩ໻ԸჼēರԄ Asia Standard Oil ћပစྜ૊ڂמ૊ ௣ڂ100%ԅ מ௣dAsia Standard Oil ߜྻୣћပԅစྜ૊ڂԅ ඔ٢ᄩགྷӤͬdนҮēAsia Standard Oilcઝਮစྜcစྜ૊

๑ᆐಃຕಓ࿫຿Ӟࣛఆѻ࡮ၽ໹಴ۤઝఘރc࠙ࣛఆcՊఔמ ēѕ૖ġۆसఊࢶԅѕ૖ۦ౨΄Ӟࣛఆ 23.1.8 Relevant parties shall cause the equity interests in Yongye Nongfeng to be changed within ninety Business Days after the Acquisition Effective Time to the effect that Asia Standard Oil will hold 100% of the equity interests in Yongye Nongfeng. Asia Standard Oil will pledge the 100% shares in Yongye Nongfeng in favor of the Lender. For such purpose, a commitment letter from each of Asia Standard Oil, Inner Mongolia Yongye, Yongye Nongfeng, the Borrower, Orient Blossom and Mr. Wu Zishen to the Lender, in form and substance reasonably acceptable to the Lender, undertaking that: ԅ 90 ّ࿯ྜఐઝē൐ਬߜҼರစྜ૊܊ಓ໒ನٳ1cၽω ڂ100% מ௣ࠩ໻Ըჼēರ Asia Standard Oil ћပစྜ૊ڂԅמ ௣Ģ They shall cause the equity interests in Yongye Nongfeng to be changed within ninety Business Days after the Acquisition Effective Time to the effect that Asia Standard Oil will hold 100% of the equity interests in Yongye Nongfeng; ௣෻ю౨೭Ըჼᄍ஍ēAsia Standard Oilڂמ2cၽစྜ૊ ௣cઝਮစྜϢݖߜୣћပڂ98.8% מϢݖߜୣћပԅစྜ૊ ໹಴ԅᄩགྷĢۥ௣ē຿ୣ൐ԛసֺඔ٢ఉڂ1.2% מԅစྜ૊ Before the completion of such change, Asia Standard Oil will not pledge 98.8% of the equity interest it holds in Yongye Nongfeng nor Inner Mongolia Yongye will pledge 1.2% of the equity interest it holds in Yongye Nongfeng in favor of any third party; ௣ߜ຿ڂ100% מ3cAsia Standard Oil ൎћပԅ౨೭စྜ૊ ّ ԅ 90܊ಓ໒ನٳ௣ᄩགྷӤͬdӤͬఆߜၽωڂӞࣛఆඔ٢ ලۦՇē͗सರ؞Ӥͬڟԙ௕֥৐ԅضະރڳ࿯ྜఐઝ̟ზᄯ cပ໒cࢶᄓ໻ൎΡ༓ԅ௦Ϧಌଛc֥ۢۦୣົຏӤͬ௣ॆރ ;ᄃੜำߑڑc΁̣ԉё༝ēω຿Ӟࣛఆඔ٢ပޚᅹcԈ Asia Standard Oil will pledge 100% of the equity interests it holds in Yongye Nongfeng in favor of the Lender. The Guarantor

shall conduct all the approval, permit, registration, filing and other procedures required for the legality, effectiveness and enforceability of such Guarantee Contract and the security thereunder, in accordance with laws of China and Hong Kong, and provide relevant evidence to the Lender within ninety Business Days after the Acquisition Effective Time; ௣ᄩགྷēൎڂԸჼۤٲ௣ࠒڂמ4cนॴ෻ю౨೭စྜ૊ ē࠰ᆫӖ્ॏၽ౨೭୙ຫۦଅדୣൎ೫ఆၔ࿫ိྻѩރ౿ֺْ ઝ࠰ࣙ෻юd In order to complete the change in the equity interests in Yongye Nongfeng and the pledge of such equity interests, all parties concerned and their respective employees shall fully cooperate and use their best efforts to complete the same within the above- mentioned time period. ๓ҋລ៍ፆ൥ણ൲پ௜Ԅสဟઝਮ֥ۦďࡔĐစྜؖ੖ၽ ē࿫ྻ؞ϰ࣠௣ݧ܊ᆇၗԅϰ࣠௣ᄃďྻຏ߅ыqϰ࣠௣rĐ นӞࣛఆఊࢶԅୣ൐ᆇС຿ͧ౥࿟໻ඔ٢ԗགྷӤͬdͧ౥࿟໻ ߜݮဟ؞ֱӤͬ຿Ӟࣛఆඔ٢ၽ໹಴cઝఘۤࠡ֍౨΄Ӟࣛఆ ౥ͧރӤͬdนҮē๑ᆐಃຕಓcစྜؖ੖ྻۆसఊࢶԅͬۦ सఊࢶԅѕۦι຿Ӟࣛఆѻ࡮໹಴ۤઝఘนӞࣛఆൎד࿟໻࿫ dۆ૖ 23.1.9 Yongye Fumin shall mortgage the mining right for production of humic acid bearing resources located in Zhijitan, Wuchuan county, Inner Mongolia (“Mining Right”) after it legally obtains the same or other assets agreed by the Lender in favor of Baoshang Bank. Baoshang Bank shall provide a letter of guarantee in form, substance and amount reasonably acceptable to the Lender in favor of the Lender based on above counter-guarantee provided by Yongye Fumin. For such purpose, Mr. Wuzishen and Yongye Fumin as well as Baoshang Bank shall provide commitment letters, in form and substance reasonably acceptable to the Lender. ēۆसఊࢶԅѕ૖ۦ຿Ӟࣛఆѻ࡮นୣൎמďಥĐစྜ૊ ෻Θܮୣ൐࿫ᄆؑࣛົ௦ϦЪރලົຏӞࣛ·๯ۦ·ѕ૖ၽ

ൎ࿺ပᅥॆ௣ēร࠼Ӟࣛఆಹຕೠੋල࿉ēϢԄמ஍ēစྜ૊ ԛసֺᅧ௾ݧඔ٢Ӥͬdۥ຿ఉ 23.1.10 a commitment letter from Yongye Nongfeng to the Lender in form and substance reasonably acceptable to the Lender, undertaking not to transfer to, or collateralize in favor of, any third party, certain patent rights owned by Yongye Nongfeng without prior written consent of Lender before all the principal and accrued interests on the Facility hereunder as well as other due and payable amount have been fully paid off. ēۆसఊࢶԅѕ૖ۦďಥྡྷĐ࠙ࣛఆ຿Ӟࣛఆѻ࡮นୣൎ ѕ૖ġ 23.1.11 A commitment letter from the Borrower to the Lender, in form and substance reasonably acceptable to the Lender, undertaking: ෻ΘӲભӞࣛ·๯ܮЪܣޙࣛܮලၟՇԅۦ·1cၽ̟ზ Ģ܃דՊࠩ໻ڂୣ൐࿫ᄆؑࣛົ஍ē࠙ࣛఆӲભϢ຿ރ 23.1.11.1 not to distribute dividend to its shareholder(s) in any year before the principal and accrued interests on the Facility, as well as other due and payable amount have been fully paid off pursuant to the repayment plan hereunder for that year; ෻ܮୣ൐࿫ᄆؑࣛົ௦ϦЪރලົຏӞࣛ·๯ۦ·2cၽ Θ஍ēร࠼Ӟࣛఆಹຕೠੋල࿉ēୣൎᄐࠄc޷ࠄћပԅຏ೫ ԛసֺᅧ௾ݧဈҮඔ٢ӤͬďӬԛۥ௣ϢԄ຿ఉڂᆐ٤ഓԅ 21.10 ඨଛᅹԅ҂ෳĐĢ 23.1.11.2 not to transfer or collateralize any equity interests in any of its direct or indirect Subsidiaries without prior written consent of the Lender before all the principal and accrued interests on the Facility as well as other due and payable amount hereunder have been fully paid off (other than as permitted by Section 21.10); ෻ܮୣ൐࿫ᄆؑࣛົ௦ϦЪރලົຏӞࣛ·๯ۦ·3cၽ Θ஍ēఉ࿉࠙ࣛఆނූюၔࠢ܊౨ೇൎ੿ނԅᆇࠡညຕဈဟЪ ୣ൐࿫ᄆؑࣛົē࠙ࣛఆ࿫ރලົຏӞࣛ·๯ۦ·Ӟࣛఆၽܮ юၔၽୣᄃ௪֟໻ำߑᄯੜ௲ഊੜ੿ԄᆇࠡූނҼರ؞࠙ࣛఆ

ߜညຕဈဟЪܮ·Ӟࣛd 23.1.11.3 to prioritize the payment to the Lender of the principal and accrued interests on the Facility as well as other due and payable amount hereunder first using any proceeds raised from the Listing of any Borrower Group Member until all the principal and accrued interests on the Facility, as well as other due and payable amount hereunder have been fully paid off; in the case of such Listing, the Borrower shall cause such Borrower Group Member to explicitly disclose in its securities offering instruments that the proceeds raised in such public offering will be prioritized in the repayment of the Facility. ᄲ໶ਜރ ďಥ֝Đ֟୯ఆďϢͧࣳ MSAPEAcLead Rich ēѕ૖ġۆ૏ಶĐ຿Ӟࣛఆѻ࡮นୣൎఊࢶԅѕ૖ 23.1.12 A commitment letter from each Sponsor (not including MSPEA, Lead Rich and Ms. Zhong Xingmei) to the Lender in form and substance acceptable to the Lender, undertaking: ෻ΘӲભӞܮЪܣޙࣛܮලၟՇԅۦ·1cၽ࠙ࣛఆ̟ზ דՊڂୣ൐࿫ᄆؑࣛົ஍ēӲભϢҶ࠙ࣛఆ҉ݦԄރࣛ·๯ ܃Ģ 23.1.12.1 not to acquire any dividend from the Borrower in any year before the principal and accrued interests on the Facility, as well as other due and payable amount in that year have been fully paid off in accordance with the repayment plan hereunder; ෻ܮୣ൐࿫ᄆؑࣛົ௦ϦЪރලົຏӞࣛ·๯ۦ·2cၽ ԛసֺᅧ௾ୣൎۥΘ஍ēร࠼Ӟࣛఆಹຕೠੋල࿉ēϢԄ຿ఉ ௣ඔ٢ӤͬĢڂ௣ݧྻ؞ڂᄐࠄݧ޷ࠄћပԅ࠙ࣛఆ 23.1.12.2 not to transfer or collateralize any of the equity interests in the Borrower it directly or indirectly holds without prior written consent of the Lender until all the principal and accrued interests on the Facility, as well as other due and payable amount hereunder have been fully paid off; ෻ܮୣ൐࿫ᄆؑࣛົ௦ϦЪރලົຏӞࣛ·๯ۦ·3cၽ Θ஍ēఉ࿉࠙ࣛఆނූюၔࠢ܊౨ೇൎ੿ނԅᆇࠡညຕဈဟЪ

ୣ൐࿫ᄆؑࣛົdୣ࿫ҼರރලົຏӞࣛ·๯ۦ·Ӟࣛఆၽܮ юၔၽୣᄃ௪֟໻ำߑᄯੜ௲ഊੜ੿Ԅᆇࠡߜညූނ؞࠙ࣛఆ ຕဈဟЪܮ·Ӟࣛd 23.1.12.3 to prioritize the payment to the Lender of the principal and accrued interests on the Facility as well as other due and payable amount hereunder first using any proceeds raised from the Listing of any Borrower Group Member until all the principal and accrued interests on the Facility, as well as other due and payable amount hereunder have been fully paid off; in the case of such Listing, to cause such Borrower Group Member to explicitly disclose in its securities offering instruments that the proceeds raised in such public offering will be prioritized in the repayment of the Facility. सఊࢶԅѕ૖ۦďಥసĐ๑ᆐಃຕಓ຿Ӟࣛఆѻ࡮นୣൎ :ēѕ૖ۆ 23.1.13 A commitment letter from Mr. Wu Zishen to the Lender in form and substance reasonably acceptable to the Lender, undertaking that: ךڂюၔූނᄍఐēୣᄐࠄћပ࠙ࣛఆۆࠉᄠѻ࡮ѕ૖ .1 ᄵֺ಴ďͧࣳӬϢຫဟ޷ࠄْڶݧඹךڂюၔූނݧંγ୲ྜ cࢶᅧܰႯ௪ԉֺٳݍc໰෡cӝћc෇ର௣cٳcೌڂћ юၔԅ࠼࿯௣cೌ࿍ූނюၔݧંγ୲ྜූނ಴Đ௜Ԅ࠙ࣛఆ dୣྸ࠼͗ڟस֥৐֥ڕෳݘڳ௣ݧࢅІ௣ԅ໻นēϢดֱᄯ ޚෳݘಌଛcԈڑ༣ݧํ༓͗सပ್ޚसΡ༓ԅෳݘಌଛcԈ ್༣d As of the date of the Commitment Letter, its direct ownership of any shares in any Borrower Group Member or any Target Group Member, or its acquisition of the management right, the right to the profit or the right to make decisions in respect of any Borrower Group Member or any Target Group Member by any means (including but not limited to indirect holding shares, acquisition, trust, nominal shareholder, voting right, re-purchase, convertible notes, etc.) has not violated and does not violate any foreign-

exchange related laws and regulations of China. He has completed necessary foreign-exchange approval and/or registration procedures, or is not required to complete such foreign-exchange approval and/or registration procedures. 2cߜࣿୣ̟ზ࠙ࣛఆඔѻԅயนӞࣛఆఊࢶԅොೇ߬྾ ݧךڂюၔූނݧંγ୲ྜךڂюၔූނᄐࠄћပ࠙ࣛఆٲࠒ c໰෡cӝћcٳcೌڂᄵֺ಴ďͧࣳӬϢຫဟ޷ࠄћْڶඹ юၔݧંූނcࢶᅧܰႯ௪ԉֺ಴Đ௜Ԅ࠙ࣛఆٳݍ෇ର௣c ပڳᄯۦюၔԅ࠼࿯௣cೌ࿍௣ݧࢅІ௣ԉ໻น׸ූނγ୲ྜ ෳݘଛڑ৐࿫͗सပ֥ڳՇdఢྦྷ࡬ᄯڟԅڟस֥ڕෳݘڑ ༣ēϢӉၽၽ֥Շನຫઝํ֥ݦԄ؞ෳݘଛᅹcԈ್ޚᅹcԈ ್ޚನ͗स؞ԉಌଛcԈރՇڟڑԅ֥৐ა̘ēୣߜ̟ზပޚ ރำߑē࿫ڑ༣ྸ࠼෻юԅပ್ޚ༣dᄃੜ౨೭ෳݘಌଛcԈ ನඔ٢ٓӞࣛఆd his future direct holding of any shares in any Borrower Group Member or any Target Group Member and its future acquisition of the management right, the right to the profit or the right to make decisions in respect of any Borrower Group Member or any Target Group Member by any means (including but not limited to indirect holding shares, acquisition, trust, nominal shareholder, voting right, re-purchase, convertible notes, etc.) pursuant to the going-private acquisition transaction structure proposed by the Borrower and accepted by the Lender complies with relevant foreign-exchange related laws and regulations of China. If relevant foreign exchange approval and/or registration is required to be obtained according to applicant Chinese law, there is no legal obstacle to obtain such foreign exchange approval and/or registration with the statutory time limit. He shall forthwith obtain such necessary foreign-exchange approval and/or registration in accordance with relevant requirements and will forthwith provide the Lender with relevant documents certifying that the above foreign-exchange approval and/or registration procedures have been completed. ďಥങĐ๑ᆐಃຕಓ຿Ӟࣛఆѻ࡮ၽ໹಴ۤઝఘ౨΄Ӟࣛ

ලຏඔ٢ԅӤͬѕ૖ġۦ·ē࡜ୣၽۆसఊࢶԅѕ૖ۦఆୣ 23.1.14 A commitment letter from Mr. Wu Zishen to the Lender in respect of the security to be provided by him hereunder, in form and substance reasonably acceptable to the Lender, undertaking that: सϦਪԅଛᅹۤ/ݧԈڕෳݘڳ1cୣྸ࠰ᆫӖ્ॏݦԄᄯ ᄍఐ౩ํ֥௜ԄĢۆēӬࠉᄠୣѻ࡮ѕ૖ޚ He has used their best efforts to obtain relevant approval and/or registration with relevant foreign exchange administration authorities in China, but has not been able to obtain the same by the date of such commitment letter; ෳݘϦਪࢗಳ೓सୣڳᄍఐēྡྷӪᄯۆ2cᆑୣѻ࡮ѕ૖ ࢗಳއē႕ୣ࿫ोޚලຏඔ٢ԅӤͬԅෳݘಌଛۤ/ݧԈۦ·ၽ Ģޚଛᅹۤ/ݧԈڑसω࠰ᆫӖ્ॏݦԄອ͗ Once the relevant foreign exchange administration authorities in China starts to accept applications for relevant foreign exchange related approval and/or registration of the security to be provided by them hereunder after the date of the commitment letter, he will immediately file such applications and use their best efforts to obtain such approvals and/or registrations; ͗ۦලົຏԅӤͬ࿌๠ēଅۦӤͬڑ3cୣߜ෻௦ো໻ပ सۥюोcಬຣൎ༓ԅ௦Ϧ್༣dׂ୹ྻఉ֥ۦसӤͬ௣ॆԅ ۥఉڶĐēඹޚसϦਪଛᅹۤ/ݧԈڕෳݘڳဎďͧࣳร௜Ԅᄯ ࢶᄓރ໿cပ໒໿ྻ֥ۦලcӤͬ௣ॆԅۦӤͬڑֺ಴׮Շပ ໻໿Ģய He shall fully perform its obligations under the Guarantee Contract to which he is a party, be cooperative in handling all formalities necessary to lawfully establish and enforce the Guarantee contemplated by such Guarantee Contract, renounce any claim he may have to challenge the legality, validity or enforceability of such Guarantee Contract and the underlying Guarantee on any grounds (including failure to obtain approval of and/or registration with the foreign exchange administration authority in China) ; and

सϦਪڕෳݘڳ4cୣѕ૖຿ӞࣛఆଃЪဎဟรટ௜Ԅᄯ ൎӽᄡԅ௦Ϧ൅ಞdޚଛᅹۤ/ݧԈ He undertakes to indemnify the Lender for all losses the Lender may incur as a result of the failure to obtain relevant approval and/or registration with relevant foreign exchange administration authorities in China.

౨೭ӤͬϢᆠྻပ໒ͬڴēఢ܊ලົຏӞࣛᆇׂࠡ֟ۦ· ලݧᄩགྷۦაӞࣛఆႯ௣ēݧӤͬఆݧ֟୯ఆᄩགྷఆดֱӤͬ ࠙ࣛఆۥՇcч೭ݧͬᄃēӞࣛఆပ௣ྑௐఉڟۥලᄯԅఉۦ ನඔ٢ୣ൐໹಴ԅӤͬdރюၔූނ After the Facility has been funded, the Lender shall have the right to require any Borrower Group Member to forthwith provide other security, if the aforementioned security is not sufficient to effectively protect the Lender’s rights or any Guarantor or Sponsor Pledgor breaches any covenant, representation or warranty set forth in the Guarantee Contract or Pledge Contract to which he/she/it is a party.

ලԅၟՇᄆؑൎပӾ୙࿫ؑࣛົԅெࣣۦ·ၽ࠙ࣛఆٔ࡬ юၔԅ໰ූނ࠙ࣛఆރெࣣྻܮຏēӞࣛఆပ௣ٔ࡬ӞࣛԅЪ ೄӎಠdْܯຢפރՇԅྡྷົݧտົӤͬڟဈᅱࣣēࠓ҂·ඨ Շ຿ӞࣛఆඔѻࠓڟӤͬఆݧْ֟୯ఆᄩགྷఆࢶྻྦྷ࡬·ࣛԅ ೄӎಠԅೠੋܯຢפ҂ୣၽ·ඨົຏඔ٢ԅྡྷົݧտົӤͬݧ ԅసಥّ࿯ྜఐઝēٔ࡬ୣઝ܊ಃைdӞࣛఆߜၽೌӾ؞ಃை Ӥͬఆݧ֟୯ఆᄩགྷఆճ؞ಃைಾ׮ိڑඹᄉပڴԅࠒٹϦି ྻල࿉d The Lender shall have the right to release one or more security or risk relief methods set forth in this section based on the progress of Facility repayment and creditability of the Borrower Group Members, provided that the Borrower has paid all due and payable amounts in accordance with the provisions of this Contract. Each Guarantor or each Sponsor Pledgor may apply for releasing one or

more security or risk relief methods it/he/she provides under this section by submitting a written application to the Lender pursuant to this section. The Lender will inform the Guarantor or Sponsor Pledgor whether such application has been agreed based on its internal review within thirty (30) Business Days after the Lender has received the application.

ೄӎಠԅ̝૦ܯຢפރcӤͬ֝ 23.2 The arrangements of the security and risk relief methods: 1cճဟ·ඨԛྡྷࣛԛďྡྷĐົcԛď֝ĐົӤͬēൎ౿ ௣̟ზྸ࠼Ӟࣛఆఊࢶԅֺ̣Ըჼڂֺ࿫ၽ Full Alliance ԅْ ලۦලݧᄩགྷۦӤͬڑӬᆫўϢўဟඔࣛ஍ುӲஆ೧ອ܊෻Θ ԙ௕֥ۤޥڳڑ୯ఆᄩགྷఆ࿫̟ზອ֟ރďఢುဈĐdӤͬఆ ۦୣົຏӤͬ௣ॆރලۦᄩགྷރලۦՇē͗सರ؞Ӥͬڟ৐ԅ c΁̣ԉёޚcပ໒cࢶᄓ໻ൎΡ༓ԅ௦ϦಌଛcۢᅹcԈ֥ ࠼ൎ౿ރᄃੜำߑd؞ԉᄃੜำߑྻڑ༝ēω຿Ӟࣛఆඔ٢ပ ලԛ̶ۦ·ලߜюนۦᄩགྷރලۦֺುӲஆ೧ԅ౨೭Ӥْͬރ Շԅඔࣛ஍ඔඨߑᄍྡྷdڟඨົຏ 23.2.1 For the securities contemplated in Sections 23.1.1 and 23.1.2, the parties thereto shall properly execute relevant Guarantee Contracts or Pledge Contract (as applicable) after share structure of Full Alliance is finalized pursuant to the plan accepted by the Lender (but in no event later than the drawdown of the Facility). Each Guarantor and each Sponsor Pledgor shall conduct all the approval, permit, registration, filing and other procedures required for the legality, effectiveness and enforceability of such Guarantee Contract and Pledge Contract and the security thereunder, in accordance with laws of relevant countries or regions, and provide relevant evidence to the Lender. Such evidence and the above- mentioned Guarantee Contracts and Pledge Contracts properly executed by the parties thereto shall constitute one of the conditions precedent for drawdown as provided in Article 8.

ලēۦ2cճဟ·ඨԛྡྷࣛԛďసĐົӤͬӎಠຏԅӤͬ ලஆՈӲఐݧᄍ஍ುӲஆ೧෻ΘdӤͬۦ·ֺ࿫Ӳၽْރൎ౿ ୣރලۦՇē͗सರ؞Ӥͬڟԙ௕֥৐ԅۤޥڳڑఆ࿫̟ზອ cပ໒cࢶᄓ໻ൎΡ༓ԅ௦Ϧಌଛcۢᅹc֥ۦຏӤͬ௣ॆົ ᄃੜำߑd؞ԉᄃੜڑc΁̣ԉё༝ēω຿Ӟࣛఆඔ٢ပޚԈ ලۦ·ලߜюนۦֺುӲஆ೧ԅ౨೭Ӥْͬރ࠼ൎ౿ރำߑྻ Շԅඔࣛ஍ඔඨߑᄍྡྷdڟԛ̶ඨົຏ 23.2.2 For the Guarantee Contract contemplated in Section 23.1.3, the parties thereto shall properly execute the Guarantee Contract on or before the signing date of this Contract. The Guarantor shall conduct all the approval, permit, registration, filing and other procedures required for the legality, effectiveness and enforceability of such Guarantee Contract and the security thereunder, in accordance with laws of relevant countries and regions, and provide relevant evidence to the Lender. Such evidence and properly executed Guarantee Contract shall constitute one of the conditions precedent for drawdown provided in Article 8. ලēۦ3cճဟ·ඨԛྡྷࣛԛďങĐົӤͬӎಠຏԅӤͬ ಓٳල࿫Ӳၽωۦֺ࿫ၽඔࣛఐ஍ುӲஆ೧ē؞Ӥْͬރൎ౿ ලߜюนۦֺುӲஆ೧ԅ౨೭Ӥْͬރಓ໒d࠼ൎ౿އ໒ನो ලົຏۦՇԅඔࣛ஍ඔඨߑᄍྡྷd؞Ӥͬڟලԛ̶ඨົຏۦ· ۤޥڳڑԅ 2 ّ࿯ྜఐઝē̟ზອ܊ಓ໒ನٳԅӤͬఆ࿫ၽω c֥ۦୣົຏӤͬ௣ॆރලۦՇē͗सರ؞Ӥͬڟԙ௕֥৐ԅ c΁̣ԉё༝ēޚပ໒cࢶᄓ໻ൎΡ༓ԅ௦ϦಌଛcۢᅹcԈ ලԛۦ·ᄃੜำߑd؞ԉᄃੜำߑߜюนڑω຿Ӟࣛఆඔ٢ပ ࢅඨߑᄍྡྷd܊Շԅڟඨԛങ̶ࣛ 23.2.3 For the Guarantee Contract contemplated in Section 23.1.4, such parties thereto shall properly execute the Guarantee Contract prior to the Withdrawal Date and such Guarantee Contract will take effect immediately upon the Acquisition Effective Time. Such Guarantee Contract properly executed by the parties thereto shall constitute one of the conditions precedent for drawdown in

Article 8. The Guarantor under such Guarantee Contract shall, within two Business Days after the Acquisition Effective Time, conduct all the approval, permit, registration, filing and other procedures required for the legality, effectiveness and enforceability of such Guarantee Contract and the security thereunder, in accordance with laws of relevant countries and regions, and provide relevant evidence to the Lender. Such evidence shall constitute one of the conditions subsequent provided in Article 8.4 hereof. ēͧ౥ۆ4cճဟ·ඨԛྡྷࣛԛď๔ĐົӤͬӎಠຏԅͬ ಓއಓ໒ನोٳߜၽωۆ࿟໻࿫Ӳၽඔࣛఐ஍ುӲஆ೧ē؞ͬ ලԛ̶ඨົۦ·ߜюนۆֺುӲஆ೧ԅ౨೭ْͬރ໒d࠼ൎ౿ Շԅඔࣛ஍ඔඨߑᄍྡྷdڟຏ 23.2.4 For the letter of guarantee contemplated in Section 23.1.5, Baoshang Bank shall properly execute such letter of guarantee prior to the Withdrawal Date and such letter of guarantee will take effect immediately upon the Acquisition Effective Time. Such properly executed letter of guarantee shall constitute one of the conditions precedent for drawdown as provided in Article 8 hereof. 5cճဟ·ඨԛྡྷࣛԛďঢĐົރԛď୞ĐົӤͬӎಠຏ ۦֺ࿫Ӳၽඔࣛఐ஍ುӲஆ೧ē؞Ӥْͬރලēൎ౿ۦԅӤͬ ֺುӲஆ೧ԅ౨೭ပْރಓ໒d࠼ൎ౿އಓ໒ನोٳලߜၽω Շԅඔࣛ஍ඔඨߑᄍڟලԛ̶ඨົຏۦ·ලߜюนۦӤͬڑ ලົຏԅۦԛ 8.3.7 ඨน஍ඔd؞ԉӤͬۦēӬߜྡྷᄐྻ׸ྡྷ ۤޥڳڑԅ 45 ّ࿯ྜఐઝ̟ზອ܊ಓ໒ನٳӤͬఆ࿫ၽωْ c֥ۦୣົຏӤͬ௣ॆރලۦՇē͗सರ؞Ӥͬڟԙ௕֥৐ԅ c΁̣ԉё༝ēޚပ໒cࢶᄓ໻ൎΡ༓ԅ௦ϦಌଛcۢᅹcԈ ලԛۦ·ᄃੜำߑd؞ԉᄃੜำߑߜюนڑω຿Ӟࣛఆඔ٢ပ ࢅඨߑᄍྡྷd܊Շԅڟඨԛങ̶ࣛ 23.2.5 For each of the Guarantee Contracts contemplated in Sections 23.1.6, and 23.1.7 the parties thereto shall properly execute such Guarantee Contract prior to the Withdrawal Date and such Guarantee Contract will take effect immediately upon Acquisition Effective Time. Each such Guarantee Contract properly executed by

the parties thereto shall constitute one of the conditions precedent for drawdown in Article 8, subject always to Section 8.3.7. The Guarantor under each such Guarantee Contract shall, within forty- five Business Days after the Acquisition Effective Time, conduct all the approval, permit, registration, filing and other procedures required for the legality, effectiveness and enforceability of such Guarantee Contract and the security thereunder, in accordance with laws of relevant countries and regions, and provide relevant evidence to the Lender. Each such evidence shall constitute one of the conditions subsequent provided in Section 8.4. ēൎۆ6cճဟ·ඨԛྡྷࣛԛď̶ĐົӤͬӎಠຏԅѕ૖ ಓ໒ನٳߜၽωۆֺ࿫Ӳၽඔࣛఐ஍ುӲஆ೧ē؞ѕ૖ْރ౿ ලۦ·ߜюนۆֺುӲஆ೧ԅ౨೭ѕ૖ْރಓ໒d࠼ൎ౿އो ԛ 8.3.7ۦՇԅඔࣛ஍ඔඨߑᄍྡྷēӬߜྡྷᄐྻ׸ڟԛ̶ඨົຏ ඨน஍ඔd ලēൎ౿ۦճဟ·ඨԛྡྷࣛԛď̶ĐົӤͬӎಠຏԅӤͬ ۦē؞Ӥͬ܊ಓ໒ನٳֺ࿫Ӳၽඔࣛఐ஍ುӲஆ೧ēၽωْރ ֺುْރಓ໒d࠼ൎ౿އो܊ჿ؉Ϧਪଛᅹڑပڳලߜၽ࠼ᄯ Շԅඔڟලԛ̶ඨົຏۦ·ලߜюนۦӤͬڑӲஆ೧ԅ౨೭ပ ԛ 8.3.7 ඨน஍ඔd؞Ӥͬۦࣛ஍ඔඨߑᄍྡྷēӬߜྡྷᄐྻ׸ ԅ 90 ّ࿯ྜఐઝē̟ზ܊ಓ໒ನٳලົຏԅӤͬఆ࿫ၽωۦ ୣົຏӤͬރලۦՇē͗सರ؞Ӥͬڟԙ௕֥৐ԅضະރڳᄯ c΁ޚcပ໒cࢶᄓ໻ൎΡ༓ԅ௦ϦಌଛcۢᅹcԈ֥ۦ௣ॆ ᄃੜำߑd؞ԉᄃੜำߑߜюڑԉё༝ēω຿Ӟࣛఆඔ٢ပ̣ ࢅඨߑᄍྡྷd܊Շԅڟලԛ̶ඨԛങࣛۦ·น 23.2.6 For the commitment letter contemplated in Sections 23.1.8, the parties thereto shall properly execute such commitment letter prior to the Withdrawal Date and such commitment letter will take effectimmediately upon the Acquisition Effective Time. Such properly executed commitment letter shall constitute one of the conditions precedent for drawdown as provided in Article 8 hereof, subject always to Section 8.3.7.

For the Guarantee Contract contemplated in Section 23.1.8, such parties thereto shall properly execute the Guarantee Contract prior to the Withdrawal Date and such Guarantee Contract will take effect immediately after the Acquisition Effective Time upon being approved by relevant Chinese government authority. Such Guarantee Contract properly executed by the parties thereto shall constitute one of the conditions precedent for drawdown in Article 8, subject always to Section 8.3.7. The Guarantor under such Guarantee Contract shall, within ninety Business Days after the Acquisition Effective Time, conduct all the approval, permit, registration, filing and other procedures required for the legality, effectiveness and enforceability of such Guarantee Contract and the security thereunder, in accordance with laws of China and HongKong, and provide relevant evidence to the Lender. Such evidence shall constitute one of the conditions subsequent provided in Article 8.4 hereof. 7cճဟ·ඨԛྡྷࣛԛďࡔĐົӤͬӎಠຏԅ๑ᆐಃຕ ֺ࿫Ӳၽඔࣛఐ஍ುӲْރēൎ౿ۆಓcစྜؖ੖ѻ࡮ԅѕ૖ ಓ໒Ģͧ౥࿟໻ѻ࡮ԅѕއಓ໒ನोٳߜၽωۆஆ೧ē؞ѕ૖ ֺುӲஆ೧ԅْރē࿫ӲၽӞׂࣛ֟஍ುӲஆ೧d࠼ൎ౿ۆ૖ Շԅඔࣛ஍ඔඨߑᄍڟලԛ̶ඨົຏۦ·ߜюนۆ౨೭ѕ૖ ԛۦߜྡྷᄐྻ׸ۆēӬ๑ᆐಃຕಓۤစྜؖ੖ൎѻ࡮ԅѕ૖ྡྷ 8.3.7 ඨน஍ඔd ԅၽ 65܊စྜؖ੖ۤͧ౥࿟໻࿫ၽϰ࣠௣࡮΁ࢶӤͬඨߑ ࿯ྜఐઝ͗स෻Θူ؞ϰ࣠௣ݧนӞࣛఆఊࢶԅୣ൐ᆇСԅّ cပ֥ۦලົຏӤͬ௣ॆۦӤͬރලԅஆ೧ۦԅӤͬڑԗགྷပ c΁̣ԉё༝dͧޚ໒cࢶᄓ໻ൎΡ༓ԅ௦ϦಌଛcۢᅹcԈ ԅ 5 ّ࿯ྜఐઝēುӲஆ೧෻Θୣ຿܊౥࿟໻࿫ၽ؞ё༝෻ю ֺುӲْރd࠼ൎ౿ۆӞࣛఆѻ࡮ԅၽԛ 23.1.9 ඨᄯၟՇԅͬ ࢅඨߑᄍྡྷd܊Շԅڟලԛ̶ඨԛങࣛۦ·ߜюนۆஆ೧ԅͬ ԅ 3 ّ࿯ྜఐ܊စྜؖ੖࿫ၽϰ࣠௣࡮΁ࢶඔ٢Ӥͬඨߑ ઝೠੋඹᄉӞࣛఆۤͧ౥࿟໻d

23.2.7 For the commitment letter contemplated in Section 23.1.9 provided by Mr. Wuzishen and Yongye Fumin, the parties thereto shall properly execute such commitment letter prior to the Withdrawal Date and such commitment letter will take effect immediately upon the Acquisition Effective Time. For the letter of intent contemplated in Section 23.1.9 provided by Baoshang Bank, Baoshang Bank shall properly exeute such commitment letter before disbursement of the Facility. The properly executed commitment letters referred to in this section 23.2.7 shall constitute one of the conditions precedent for drawdown as provided in Article 8 hereof, however the commitment letters provided by Mr. Wuzishen and Yongye Fumin shall be subject always to Section 8.3.7. Yongye Fumin and Baoshang Bank shall execute relevant guarantee contract regarding the mortgage of Mining Right or other assets agreed by the Lender and conduct all the approval, permit, registration, filing and other procedures required for the legality, effectiveness and enforceability of such guarantee contract and the security thereunder within sixty-five Business Days after the Mining Right becomes mortgageable. Baoshang Bank shall properly execute the letter of guarantee contemplated in Section 23.1.9 in favor of the Lender within five Business Days thereafter. Such executed letter of guarantee shall constitute one of the conditions subsequent provided in Section 8.4. Yongye Fumin shall notify the Lender in writing three Business Days after the underlying property becomes mortgageable. ೄܯຢפ8cճဟ·ඨԛྡྷࣛԛďಥྡྷĐົᄠďಥങĐົ ලஆՈӲఐݧᄍ஍ುۦ·ֺ࿫Ӳၽْރēൎ౿ۆӎಠຏԅѕ૖ ۦ·ߜюนۆֺುӲஆ೧ԅ౨೭ѕ૖ْރӲஆ೧෻Θd࠼ൎ౿ Շԅඔࣛ஍ඔඨߑᄍྡྷdڟලԛ̶ඨົຏ ēစۆೄӎಠຏԅѕ૖ܯຢפճဟ·ඨԛྡྷࣛԛďಥĐົ ಓ໒ನोٳߜၽωۆ࿫Ӳၽඔࣛఐ஍ುӲஆ೧ē؞ѕ૖מ૊ྜ ලԛ̶ۦ·ߜюนۆುӲஆ೧ԅ౨೭ѕ૖מಓ໒d࠼စྜ૊އ ԛ 8.3.7 ඨۦՇԅඔࣛ஍ඔඨߑᄍྡྷēӬߜྡྷᄐྻ׸ڟඨົຏ

น஍ඔd 23.2.8 For each of the commitment letters contemplated in Sections 23.1.11 through 23.1.14, the parties thereto shall properly execute such commitment letter on or before the signing date of this Contract. Such properly executed commitment letter shall constitute one of the conditions precedent for drawdown as provided in Article 8 hereof. For the commitment letter contemplated in Sections 23.1.10, Yongye Nongfeng shall properly execute such commitment letter prior to the Withdrawal Date and such commitment letter will take effect immediately upon the Acquisition Effective Time. Such properly executed commitment letter shall constitute one of the conditions precedent for drawdown as provided in Article 8 hereof, subject always to Section 8.3.7. ԛ֝ಥങඨ ࠙ࣛఆԅดၟಹߑۤดၟ႓ఉ

Article 24 Default Events and Default Liabilities of Borrower ලԛ୞ඨcԛ̶ඨcԛۦ·c࠙ࣛఆดֱݧ΄ೊนดֱྡྷ ಥ̶ඨcԛಥࡔඨcԛ֝ಥඨcԛ֝ಥྡྷඨcԛ֝ಥసඨԅၟ Շயรટၽ 30 ఐઝϠࡗēݧრၽ֟ಓԛ֝ಥྡྷඨԛಥ୞ࣛݧ ԛಥ̶ࣛൎ೭ԅಹߑயճ࠙ࣛఆԅܮࣛટॏပᄷӖϢॆ࿵ູē ч೭ݧͬᄃၽᄷӖۥලԛಥ୞ඨᄯᆳѻԅఉۦ·ݧრ࠙ࣛఆၽ ֺੋ΄ᄃੜಾϢჾ௲ԅݧಾ࡮ပ๢ӽ໿ԅēݧრ࠙ࣛఆۤ/ݧୣ ලົຏۦ·ю࠙ࣛఆၽٲюၔ֟ಓྻຏಹົԅēූނ൐࠙ࣛఆ ԅดၟġ 24.1 There shall be a default by the Borrower if the Borrower breaches or is deemed to breach its covenants specified in Article 7, Article 8, Article 18, Article 19, Article 20, Article 21, or Article 23 which the Borrower could not cure within 30 days, or an event described in Section 21.17 or Section 21.18 has occurred and such event will have a material adverse effect on the Borrower’s debt-

repayment ability, or any representations or warranties made by the Borrower in Article 17 hereof are proved to be incorrect, or misleading in any material respect or any of the following events has occurred to the Borrower and/or any other Borrower Group Member: ලۦ໘࿐ݧճ·ົં෻юပᄷӖ࿵ູԅୣ൐ົંٳ1cω ۦ༣ো໻c΄ᄴᄘēய࠙ࣛఆϢટၽޟၐ࿙ํ໒cํ֥ۥ࿙ఉ सನ޷ઝိྻϠࡗԅĢ 24.1.1 The Acquisition Agreement or any other Project Contract materially affecting the consummation of this Project is held invalid, impossible to be performed further, or are terminated due to whatsoever reason, which the Borrower could not cure within a reasonable time; ࠡݧ·ۥලົຏԅఉۦ·2c ࠙ࣛఆਠပூЪӾ୙࿫ؑԅ ๯ݧୣ൐࿫ؑࣛົԅĢॆ 24.1.2 The Borrower fails to repay any due and payable principal or accrued interest or other due and payable amount under this Contract; පྜcࠓۥюၔࠩదఉූނ3c ࠙ࣛఆۤ/ݧୣ൐࠙ࣛఆ ఻cூസc୅Сcᄷჼcۤࠓcჼոݧफഛ֥৐ё༝ԅĢ 24.1.3 The Borrower and/or any other Borrower Group Member enters into any closedown, dissolution, liquidation, bankruptcy, restructuring, settlement, reorganization or similar legal proceedings; ೇЦޮᄔӒӾޙюၔԅᆙූނ4c ࠙ࣛఆۤ/ݧୣ൐࠙ࣛఆ cՒࠒcࣈགྷcᄓ໻cჸןฃਥ၍ ԅᆇС΄А 500 ڶݧб ಥ๔ّ܊cਠೌݧ΄ϰ௜ୣ൐फഛӎಠēய؞ԉӎಠၽࢗಳೌ ࿯ྜఐઝร΄ࠓ҂Ģݧ 24.1.4 Properties of the Borrower and/or any other Borrower Group Member in an aggregate market value of no less than US$ 5 million are sealed up, frozen, seized, enforced, expropriated, confiscated or being imposed other similar treatments, which have not been lifted within fifteen Business Days following the commencement thereof; or

ಹߑdܤᄷӖϢॆέۥ5c ֟ಓఉ 24.1.5 Any Material Adverse Change has occurred. Ӓᄼ๠ܟՇԅఐ୙຿ઝڟωჃёรટၽԛ 8.1.3(8)ඨۦ6c Շԅ·ֺڟලԛ 8.1.6 ඨᄯۦ·ு΁̣ݧؑࣛӝसఆรટ̟ზ dܮ࿌๠ߜӞࣛᆇࠡٔ࡬ၟՇိྻֲ 24.1.6 The Articles of Merger are not filed with the Secretary of State of Nevada on the date specified in Section 8.1.3(8) or the Pay Agent fails to comply with its obligation to return the proceeds of the Facility in accordance with the agreement delivered pursuant to clause 8.1.6 of this Contract.

ۦ·ю࠙ࣛఆၽٲᄵெ໹࢈ೊนωྡྷۥนੇྰ࿌ēྻຏఉ юၔූނ࠙ࣛఆྻෳԅఉ࿉࠙ࣛఆڴලົຏԅดၟġď1Đఢ юၔᄍྑௐωූނรટਁᆠԛ֝ಥྡྷඨൎၟՇԅճୣ൐࠙ࣛఆ ఉྡྷӤͬఆݧ֟୯ఆᄩགྷڴၽ 30 ඟઝรટိྻϠࡗĢď2Đఢ ලԛ֝ಥసඨൎၟՇԅճ؞Ӥͬఆݧ֟୯ఆᄩۦ·ఆรટਁᆠ ఉྡྷӤͬఆݧ֟୯ఆᄩགྷఆดֱڴགྷఆᄍྑௐĢۤ/ݧď3Đఢ ᄍၟՇēய؞ดֱํ֥ۆලݧ૖ۦලݧѕᄩགྷۦӤͬڑॴອ सԅ඙ӝӤͬӎಠݧѕ૖ӎಠĐိྻϠࡗēӞࣛఆۦďྻඔ٢ dܤसԙఊน؞ดֱߜݖСಓᄷӖϢॆέۦ For the avoidance of doubts, any of the following circumstances shall be deemed as and shall constitute a default by the Borrower: (1) any Borrower Group Member, other than the Borrower, fails to meet the requirements for such member provided for in Article 21 and any such failure is not cured within 30 days; (2) any Guarantor or Sponsor Pledgor fails to satisfy the requirements for such member provided for in Article 23 hereunder; and/or (3) any Guarantor or Sponsor Pledgor breaches relevant Guarantee Contract or Pledge Contract or commitment letter, and such breaches could not be cured through providing reasonable alternative security or commitment and the Lender reasonably believes that such breaches would result in a Material Adverse Change. ලୣ൑ඨࣛົۦ·ಓ౨೭ఉྡྷಹߑēၽϢ࿵ູӞࣛఆၽ֟

ԅ஍ඔຏēӞࣛఆပ௣ޖುဈ֥৐ົຏ࿺ပԅୣ൐ࡗۥຏݧఉ ϰ௜ຏॹྡྷົݧտົӎಠġ Upon occurrence of any of the aforementioned events, in addition and without prejudice to any other remedy that may be available to the Lender under any other section of this Contract or under any applicable law, the Lender shall have the right to apply one or more of the following measures: ďྡྷĐපᄘׂ֟ӞࣛĢ (i) Cease disbursement of the Facility; ď֝Đ௜່౩รඔ௜ԅӞࣛѕ૖ࠡ֍Ģ (ii) Cancel the portion of the Commitment which has not been withdrawn; ֟ྸܮďసĐ༦ϣӞࣛඔ஍Ӿ୙ēලನྑௐ࠙ࣛఆຫ୙Ъ юၔූނԅӞࣛ·๯ēωပ௣Ҷ࠙ࣛఆۤ/ݧఉ࿉ୣ൐࠙ࣛఆׂ ࣛᆇࠡďၽܮᄯᄐࠄࣈೌܜ჌ۥၽӞࣛఆԅ࿟໻ຂහࢗोԅఉ ࣛܮ೑௣Ӟࣛఆ໻ರ౨೭ᄐࠄࣈೌྸއලನē࠙ࣛఆۦ·ஆՈ ᆇࠡԅ௣ॆĐĢ (iii) Declare the Facility immediately due and payable, require the Borrower to repay the principal disbursed and pay all accrued or outstanding interests within a given time period, and have the right to directly deduct and set off any amount for repayment from any of the accounts opened by the Borrower or any other Borrower Group Member in the bank system of the Lender (when signing this Contract, the Borrower has already authorized the Lender to exercise the said direct set-off right); ලēωලನ໻ರ·ࣛԛďྡྷĐົᄠԛۦďങĐӦֺੋࠓ҂ ďసĐົ௣ॆĢ (iv) Terminate this Contract unilaterally and simultaneously exercise the rights specified in items (i) through (iii) in this paragraph; ලຏԅӤͬ௣࿍Ģۦď๔ĐಬຣӤͬ (v) Enforce the security interests under the security documents; ԅ࠼࿯௣Ģූނ࠙ࣛఆڕďঢĐྦྷ֥ࠄ

(vi) Take over the right to manage and operate the Borrower Group; ලၟՇۦ·ၭ༘ԅݧڟԙ௕֥৐֥ۤޥڳڑď୞Đϰ௜ອ ԅୣ൐ӎಠd (vii) Take other measures allowed under the laws and regulations of relevant countries and regions or otherwise provided for in this Contract. ໻นēୣ࿫ၽۥලୣ൐ၟՇԅఉۦ·c࠙ࣛఆ֟ಓดֱ֝ ලᅹ࡬֥ၭ༘ԅֳถઝଃЪӞࣛఆ࿙Үႅ೓ԅ௦Ϧ൅ಞdۦ· 24.2 If the Borrower breaches any other provisions of this Contract it shall indemnify the Lender for all losses it suffers as a result of such breach to the extent permitted by the governing law of this Contract. సc࿙࠙ࣛఆԅดၟ໻น֗֟ಓഴതēӞࣛఆน؞ԉഴത ᄆؑԅ৐ಝ׎ۤୣ൐׎ဈ࿫ဎ࠙ࣛఆѕӤd 24.3 If any litigation occurs due to the Borrower’s defaults, the attorney fee and other fees paid by the Lender for such litigation shall be borne by the Borrower. ԛ֝ಥ๔ඨ അೌc׎ဈۤϠЪ

Article 25 Taxes, Fees and Indemnity ԅྡྷ஭അ׎ďӬӞڑලஆ೧ۤো໻ပۦ·c࠙ࣛఆ࿫ѕӤူྡྷ ௵cࢗਃڳࣛఆԅ୲ྜൎԄഅ҂ෳĐēͧࣳӬϢຫဟྦྷ࡬ਥ അۤ࡜Ӟࣛఆ·ࠡۤ/ݧܝ৐࿫ߺઌԅ࿦֥ضݧະ/ۤڳӻcᄯ ࣈ߈ďఢು̣֥ڟۦഅ๠ܜෳ჌ں๯ൎԄჸೌԅഅ׎ͧࣳॆ ৐ၽ࠙ࣛఆ֥ضݧະ/ۤڳcࢗਃ௵ӻcᄯڳ࡬ਥྦྷڴဈĐdఢ ෳںഅ׎ͧࣳۥࣛົᄯ࿫၇ඔݧრࣈ҂ఉۥ຿Ӟࣛఆᄆؑԅఉ ࣈ߈ē႕࠙ࣛఆ࿫Ӳ຿ӞࣛఆᄆؑྡྷΓ֍ෳ̣֥ڟۦഅ๠ܜ჌ ԅࣛົēྻರӞࣛఆೌӾఢලਠပ؞ԉࣈ҂ݧ၇ඔನ·࿫ೌӾ ԅࣛົd

25.1 The Borrower shall pay all the taxes and fees relating to

the execution and performance of this Contract (excluding the enterprise income tax imposed on the Lender), including but not limited to any stamp tax and taxes to be levied on the Lender’s principal and/or interests including a FATCA Deduction (if applicable) in accordance with the laws of the US, Cayman Islands, China and/or Hong Kong. If any taxes including a FATCA Deduction or fees are required to be withheld or deducted from any payment by the Borrower to the Lender according to laws of the US, Cayman Islands, China and/or Hong Kong, then the Borrower shall pay an extra amount to the Lender to the effect that the Lender shall be able to receive an amount that it should have been able to receive in the absence of such deduction or withholding. ອ؟༉ރලᄍ൫૱cᅹ΁cஆ೧ۦ·c࠙ࣛఆ࿫ѕӤူ֝ ׎ဈēͧࣳӬϢຫဟ৐ಝ׎dރसࢗᄆۦԅൎပڑ 25.2 The Borrower shall pay all reasonable expenses and fees relating to the negotiation, preparation, execution and amendment of this Contract, including but not limited to legal fees. సc࠼Ӟࣛఆྑௐē࠙ࣛఆ࿫ोއ຿Ӟࣛఆ௦֍ϠЪӞࣛ ۦලົຏݧఉྡྷӤͬۦ·ୣၽܙຊԙ໻ರݧปڕഓ֥ۥఆၽఉ ׎ဈēރसࢗᄆۦලݧୣຏఉྡྷำߑົຏԅ௣ॆ֗֟ಓԅൎပ ഴത׎ဈݧᄸϪ׎ဈdރࣳӬϢຫဟ৐ಝ׎ͧ 25.3 Upon the Lender’s request, the Borrower shall promptly pay the Lender all reasonable expenses and fees incurred by the Lender when exercising or protecting its rights under this Contract, any Guarantee Contract or any instrument hereunder or thereunder in any jurisdiction, including but not limited to legal fee and litigation fees or arbitration fees. cՌڕغՊcڂֺc॓ڑങc࠙ࣛఆල࿉ϠЪӞࣛఆcୣ ຏॹಹົᄍۥы“೓ϠЪֺ”Đ࿙ఉۦӝसఆďྻຏރၔچಹc ೓ϠЪֺൎႅ೓ݧ΄ᅴൌۥຏॹಹົᄍྡྷ֗ᄡರఉۥݧူఉྡྷ Үပူރڽൌଃcഴതcഴဎc൅ಞcю·c႓ఉc൅ۥԅఉ ы“೓ϠЪᄍႯ๠”Đωರ೓ϠЪֺੇ࿙೓ϠЪᄍۦԅ׎ဈďڑ ලຏԅӞࣛᄐࠄݧ޷ࠄc௦ۦ·ġď1ĐྻڽႯ๠ԅ൅ಞݧ൅

ලൎၟՇԅྸඔۦ·߬྾Ģď2Đူۥඔ٢కᆇԅఉדϦݧϦ ݧฏໝඔ୯ԅԸАcഴതݧޝಬۥԅఉڑ٢ݧથඔ٢ԅӞࣛပ ලcఉۦ·ୣ൑֥৐ё༝; ݧრď3Đஆ೧c߬ؑcো໻ݧᄓ໻ ໘࿐ݧำۥල֗ஆ೧ԅఉۦӤͬۥලݧఉۦ·ྦྷރලۦӤͬۥ ߑĢ ڃಞݧڶ೓ϠЪֺԅᄷӖڑຊ௣ԅ֥ၝఊՇဎဟອڕӬပ ࿉ϢӲ໻น֗࿤֟ԅ೓ϠЪᄍႯ๠Ϣၽ೓ϠЪᄍຫd 25.4 The Borrower hereby agrees to indemnify and hold the Lender and each of its Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, losses, costs, liabilities and damages, and expenses in connection therewith (collectively, the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of or relating to (i) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the Facility hereunder, (ii) any actual or threatened investigation, litigation or other legal proceeding relating to the Facility extended or proposed to be extended as contemplated herein, or (iii) the execution, delivery, performance or enforcement of this Contract, any Guarantee Contract and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determined arose on account of the relevant Indemnified Party’s gross negligence or willful misconduct. ලԅέٗۤࠓ҂ۦ ԛ֝ಥঢඨ

Article 26 Amendment and Termination of this Contract ֺϢԄӦྡྷۥēఉ܊ලಓ໒ۦ·ලখပၟՇēۦ·c҂ׄྡྷ ݧέٗΡ༖࠼Ӟ؟༉ۥලԅఉۦ·ලdճۦ·ֺੋέٗݧࠓ҂ ࣛఆۤ࠙ࣛఆ໘౥ྡྷᄡēωӒюೠੋ໘࿐Ģ 26.1 Unless otherwise provided herein, after this Contract comes into force, no party shall unilaterally amend or terminate this

Contract. Any amendment or changes to this Contract shall be mutually agreed by the Lender and Borrower and shall be made in writing. ·ӞࣛఆပसဎఊนճڴՇ,ఢڟອֱۥලӉၽఉۦ·ರއ ݧέٗߜݖӽᄡ࠙ࣛఆcӤͬఆc֟୯ఆᄩགྷ؟༉ۥලԅఉۦ ࣈ߈ē႕؞༉̣֥ڟۦഅ๠ܜෳ჌ںֺ΄ྑௐࠩ໻ྡྷۥఆᄯఉ ֺࢶಓ໒d܊ݧέٗࠧၽ࠼Ӟࣛఆೠੋල࿉؟ Notwithstanding any otherwise provisions in this Contract, if any amendment or changes to this Contract would result in any of the Borrower, the Guarantors or the Sponsor Pledgors being required to make a FATCA Deduction, that amendment or change will not be affected without the written consent of the Lender. ලົຏ௣ॆ௦Ϧۦ·ēӞࣛఆࢶྻ഻ನߜ܊cၽඔࣛఐ֝ dӞࣛఆԅ౨೭ᅧ௾ಹົ࿫ٲᅧ௾ٓୣ൐࿟໻ݧࠡకݯדݧϦ ඹᄉ࠙ࣛఆĢร࠼Ӟࣛఆಹຕೠੋල࿉ē࠙ࣛఆϢԄᅧ௾ୣၽ ௣ॆݧ࿌๠Ģۥලົຏԅఉۦ· 26.2 At any time after the Withdrawal Date the Lender may assign its rights under this Contract, in whole or in part, to another bank or financial institution. The Lender shall inform the Borrower of such assignment; the Borrower shall not assign any right or obligations herein without the Lender’s prior approval in writing; ලԅ௦Ϧۦ·ēᄡರܤݧჿІέڟ৐c֥֥ޥڳసcఢျ ݧჿІԅྑௐē࠙ࣛఆۤڟ৐c֥֥ޥڳۦඨࣛϢၼ׸דݧϦ ඨࣛĢڑပ؟ನ໘౥ē࠰ࣙ༉ރӞࣛఆ࿫ 26.3 If all or part of the clauses under this Contract cease to comply with national laws, regulations or policies, due to changes in the national laws, regulations or policies, the Lender and Borrower shall forthwith consult each other, and amend relevant clauses promptly; ރලԅē࿫ۦങc࠙ࣛఆݧӞࣛఆဎဟϢࢶࢦॏϢટো໻ ನඹᄉճֺωϰ௜ပ໒ӎಠֽᄘ൅ಞࣴӖdႅ೓Ϣࢶࢦॏԅྡྷ ࿯ྜఐઝ຿ճֺඔ٢؞Ϣࢶࢦॏಹߑԅّ 5 ܊ֺ࿫ၽಹߑ֟ಓ

ރ؞Ϣࢶࢦॏಹߑԅ֟ಓڑჿ؉Ϧਪѻ࡮ԅပڑ຅ெࣣۤပື ನ໘౥ࠓࢅӎಠdރ࿵ູԅᄃੜำߑd࠙ࣛఆۤӞࣛఆ࿫ 26.4 In the event the Lender or the Borrower is unable to perform this Contract due to force majeure, the affected party shall promptly inform the other party and take effective measures to mitigate its losses. The affected party shall provide to the other party details of such force majeure event and evidences certifying the occurrence and effects of such force majeure issued by relevant governmental authority within five Business Days following the occurrence thereof. The Lender and the Borrower shall forthwith consult each other any resolution thereof.

ලඨࣛԅ՟ो໿ۦලԅ෻ჼۤۦ ԛ֝ಥ୞ඨ

Article 27 Entire Contract and Severability ·Ϡѩc༉Ոݧέٗ࿫ྻೠੋ໹಴ࠩ໻dۥලԅఉۦ·ճ ēူדලԅᆦюϦۦ·ලԅْົೠੋϠѩc༉Ոݧέٗēนۦ ල࡮ပලԉ֥৐໒ॏdۦ· Any supplements, amendments or alterations of this Contract shall be made in writing. Any written supplements, amendments or alterations of this Contract shall constitute integral parts of this Contract with equal legal effect. ඨࣛํ໒cด֥ݧۥලԅఉۦ·ලඨࣛ࡮ပ՟ो໿ēۦ· ලୣ൐ඨࣛԅ໒ॏdۦ·ᄓ໻ēϢ࿵ູ֥ํ The provision herein is independent. The invalidity, illegality or unenforceability of any clause herein will not affect the validity of other clauses herein.

ੁͬ ԛ֝ಥ̶ඨ

Article 28 Confidentiality ֺϢԄ຿ԛసྡྷۥร࠼࠙ࣛఆcӞࣛఆഀֺල࿉ēୣᄯఉ ලԅઝఘdۦ·ֺ෉ঽ

Neither party may disclose contents of this Contract to any third party without mutual consents by the Borrower and the Lender. ලົຏ௣ॆ֗ݦ๱ճֺ౥ྜ਽ੁԅēۦ·ֺ࿙໻ರྡྷۥఉ ؞ֺ࿫ؕပͬੁ࿌๠dร࠼ճֺල࿉ēϢԄ຿ԛసֺ෉ঽd Either party shall keep confidential all the trade secret of the other party that it become aware of in its exercise of the rights hereunder and shall not disclose the same to any third party without the consent of the other party. ଜঽġົྡྷۥӬഀֺပ௣ࠩ໻ྻຏఉ However, either party has the right to disclose under any of the following circumstances: 1cଜঽྸน٤ᄹൎᄉԅ؞ԉ໰๯Ģ (i) The information to be disclosed is already known to the public; 2cนഴതݧრᄸϪ༓ྑ֗ଜঽ؞ԉ໰๯Ģ (ii) Disclosure of the information is required by a litigation or arbitration; 3cٔ࡬֥৐ԅྑௐၽΡྑԅֳถઝଜঽ؞ԉ໰๯Ģ (iii) To disclose the information within limited scope as required by law; ݧრ౨ೇԅᄃڑ4cྦྷზჿ؉cࠡకcഅ๠ݧୣ൐໻ჿݯ ᄃ௪ڳ௪߬྾ൎԅஜᄥ໿ྑௐଜঽ؞ԉ໰๯ďͧࣳӬϢຫဟਥ ߬྾พၔݖĐĢ (iv) To disclose the information in accordance with the compulsory requirements of the government, finance, tax or other governmental agencies or stock exchanges where its securities are listed (including, without limitation, the US Securities and Exchange Commission); ࣳӬϢຫဟͧ)ูڄसఆၔcၔٝݧᅥྜڕ5c຿ୣՌಹc ಝԉ)ଜঽ؞ԉ໰๯ēӬ࿫௲ͬ΄ଜঽֺྸ࠼຿Ӟࣛޙ৐ಝ,ಌ ලົຏԅͬੁ࿌๠Ģۦ·ఆѕ૖ᆮ೏ (v) To disclose the information to its directors, officers, employees or professional counsels (including but not limited to

lawyers, auditors etc), provided that the receiving party shall have committed to the Lender to be bound by the confidentiality obligations herein; ලົຏԅӞࣛѕ૖ۦ·6cӞࣛఆ຿ྸ࠼ݧࢶટ೓௾ୣၽ ଜঽ؞ԉ໰๯dٲ֍ݧӞࣛဥ֍ԅࠡకݯ (vi) The Lender discloses the information to financial institutes which are or may become assignee of the Commitment or Loan Balance herein. ԛ֝ಥࡔඨ ඹᄉ

Article 29 Notices ඹᄉ࿫ྻೠੋ໹಴ࠩ໻dۥලᆳѻԅఉۦ·cٔ࡬ྡྷ 29.1 Any notice under this Contract shall be in writing. ලၟՇԅྻຏֺۦ·ඹᄉ࿫̟ۥලᆳѻԅఉۦ·cٔ࡬֝ ල೎Ϧൎॹੜԅֺْԙᄖġۦ·಴֟ഢᄠ 29.2 Any notice under this Contract shall be delivered to the addresses of the parties as first written above through the following methods hereof: ᅥఆԞഢĢڶ1cඹ (i) personal delivery; ᄓ)Ģݍ໰(ؘۜڋ၇ؑဏᆇԅڶ2cඹ (ii) prepaid registered mail with return receipt; උࣙᅥԞĢڶ3cඹ (iii) Express Mail Service; Ҏყdڶ4cඹ (iv) Fax. ඹᄉၽۥලᆳѻԅఉۦ·ලֺْྡྷᄡල࿉ēٔ࡬ۦ·సc ᆠຏॹඨߑನೊนྸ࠼ဎೌߑֺೌӾġਁ 29.3 The parties hereto agree that any notice under this Contract shall be deemed as being received by the receiving party when the following conditions are met:

උࣙᅥԞݧᅥఆԞഢԅēဟճֺٝᆴఆၔஆೌᄍఐڶ1cඹ ೊนഢӒճֺĢ 29.3.1 If through Express Mail Service or personal delivery, the notice shall be deemed as delivered to the counter party when the staff of the counter party signing in; ᄓஆೌᄍݍᄓ)Ԟഢԅēဟݍ໰(ؘۜڋ၇ؑဏᆇԅڶ2cඹ ఐೊนഢӒճֺĢ 29.3.2 If through prepaid registered mail with return receipt, the notice shall be deemed as delivered to the counter party when the return receipt is signed; ನೊนഢӒճֺdفҎყҎഢԅēဟೌӾҎყͱڶ3cඹ 29.3.2 If through fax, the notice shall be deemed as delivered to the counter party when receiving the fax report. ල೎Ϧൎॹੜԅඹ༿ԙᄖ֟ಓέٗēέֺٗ࿫ၽۦ·ങc 48໌ನઝೠੋඹᄉճֺd࿙ྡྷֺέٗ஍೭ඹ༿ԙᄖ֗ร܊έٗ ನඹᄉճֺēႏюඹᄉԉำߑํ֥ഢӒԅē࿙Үႏюԅ൅ಞރ ဎέֺٗؕ႓d 29.4 If there is any change in the communication addresses first written above, then the party whose address changes shall inform the other party in writing within 48 hours after such change. If any documents, such as notice, fail to be delivered due to such changes were not notified to the other party in a timely manner, then any losses caused by such failure shall be borne by the changing party.

ԛసಥඨ ֥৐ುဈۤჺ࿐ԅࠓࢅ

Article 30 Governing Law and Dispute Resolution ֥ڳఆ੖٫ۤܟຊω̟ᄯڕ৐֥ڳఆ੖٫ۤܟල೓ᄯۦ· ৐ࠓೄd

This Contract shall be governed and interpreted by the laws of the People’s Republic of China. ලো໻ᄯ֟ಓԅჺ࿐ēဎഀֺۦ·c࠙ࣛఆۤӞࣛఆၽྡྷ ໘౥ࠓࢅĢయഀֺํ֥ၽసಥď30Đఐઝ໘౥ࠓࢅԅē࿫ඔ߬ ਘ྾ᄸϪพၔݖ(“ᄸϪพၔݖ”)ēྦྷ࡬؞ᄸϪޖ࠼ޝڳڳᄠᄯ ᄸϪࠓࢅჺ࿐dڶ႕ၽͺ࠸ඹڟพၔݖࠝನပ໒ԅᄸϪ 30.1 Any disputes arising out of the performance of this Contract between the Borrower and the Lender shall be resolved through negotiation by the parties hereto; if such disputes cannot be resolved through negotiation within thirty days, then any party may file an arbitration regarding such disputes to the China International Economic and Trade Arbitration Commission (“CIETAC”) in Beijing in accordance with its arbitral rules then effective. cᄸϪබ࿫ဎస(3)੠ᄸϪၔᆦюdਤྡྷֺࢶพ૪ྡྷ੠࡮֝ ڴҮफჺ࿐ࠓࢅ࠼ིԅఆಶӤఉᄸϪၔdఢރԅᅥྜͼ࠿ڑອ ֺรટၽࠄӾᄸϪพၔݖඹᄉᄍఐ୯ಥ๔ď15Đఐઝพ૪ྡྷྡྷ ੠ᄸϪၔē႕؞ᄸϪၔ࿫ဎᄸϪพၔݖᄗՇdဎഀֺ༪Շԅ֞ ڴ੠ᄸϪၔ౥Շԛస੠ᄸϪၔēҮఆ࿫Ӥఉ೎๼ᄸϪၔdఢ(2) ഀֺ༪Շԅ०੠ᄸϪၔรટၽ΄ಃைఆೌӾᄸϪඹᄉᄍఐ୯ಥ ๔ď15Đఐઝ౥Շԛస੠ᄸϪၔē႕ԛస੠ᄸϪၔ࿫ဎᄸϪพ ၔݖᄗՇd 30.2 The arbitral tribunal shall consist of three arbitrators. Each party may appoint one arbitrator with relevant professional background and experiences relating to this dispute. If any party fails to appoint such an arbitrator within fifteen days after receiving notice from CIETAC, then such arbitrator shall be appointed by the CIETAC. The two arbitrators appointed by the parties shall mutually appoint a third arbitrator as the chief arbitrator. If the two arbitrators appointed by the parties fail to appoint a third arbitrator within fifteen days following the respondent’s receipt of an arbitration notice, then such arbitrator shall be appointed by the CIETAC. సcᄸϪ࿫ྻᄯำࠩ໻d 30.3 The arbitral proceedings shall be conducted in Chinese.

ങcᄸϪϪࢅಾᄴࡥԅēճ࠙ࣛఆۤӞࣛఆ࢈࡮ပၟ೯ ॏd 30.4 The arbitral award shall be final, and equally binding upon the Borrower and the Lender.

ԛసಥྡྷඨ ୣ൐ಹົ

Article 31 Miscellaneous ලร࠰ಹྲēဎ࠙ࣛఆۤӞࣛఆ໘౥҉सēݧრۦ·cྡྷ Շ͗सdڟԅڟ৐c֥֥ڑပޥڳ̟ 31.1 Any matters not provided for in this Contract shall be conducted by the Borrower and the Lender through consultations or handled in accordance with relevant national laws and regulations. ලྻᄯ࿧ำೠໟēᄯ࿧ำำ·࡮ပලԉ໒ॏēఢۦ·c֝ ပϢྡྷᄡྻᄯำำ·นᅹĢ 31.2 This Contract shall be written in Chinese and English, which shall be equally authentic. If there is any discrepancy between the two languages, then the Chinese version shall prevail; Ģךē࠙ࣛఆcӞࣛఆْᄓྡྷך ̱ ලჾ·ྡྷ಴ۦ·సc dך ēӞࣛఆ ഖך ֞ ē࠙ࣛఆך ৄ ಴ྡྷ·، 31.3 This Contract shall be executed in eight originals, with the Borrower and Lender each holding one original; and in six duplicates, with the Borrower holding two duplicates and Lender holding four duplicates.

ලԅಓ໒ۦ ԛసಥ֝ඨ

Article 32 Effectiveness of this Contract Ⴣᄍఐ୯ಓ໒dآලᆑ࠙ࣛఆcӞࣛఆഀֺஆᆓۦ· This Contract shall come into force when it is signed and stamped by the Borrower and Lender.

ؘߑ 1 ඔࣛಃைೠ

Annex 1 Drawdown Request

ඔࣛಃைೠ Drawdown request ( :.ďΩۜġ Đ(No ပຫ٤ഓġךڂࢗ֟࿟໻ޥڳ China Development Bank Corporation: ලۦ໻ဟ 2013 ભ 8 ၥ ఐஆՈԅෳݘӞࣛڬ࡬แ٤ഓူٔ ල”ĐēۦලΩۜġ1510201301100000242Đďຏы“Ӟࣛۦď ໻ಃைྻຏඔࣛġڬแ٤ഓϢࢶм໇ԙ຿ In accordance with the Foreign Exchange Facility Contract signed by our company and your bank as of August [ ], 2013 (contract No.: 1510201301100000242) (hereinafter referred to as “Facility Contract”), our company hereby irrevocably apply with your bank for the following withdrawal: □ඔࣛࠡ֍ġ Ģ Withdrawal amount: □ඔࣛఐ୙ď“ඔࣛఐ”Đġ ભ ၥ ఐĢ Withdrawal date (“Withdrawal Date”): □ඔࣛဈාġ Ģ Withdrawal usage: ໻ࢗד໻ၽඔࣛఐߜ౨೭ࣛົᅧదแ٤ഓၽ࠼͗ڬ೑௣□

ē჌ۜน ĢܜोԅӉࣛ჌ Authorize your bank to transfer the above-mentioned amount to our company’s Deposit Account opened with the Lending Office on the Withdrawal Date. Account No.: ܜ໻ၽߜ·ΓӞࣛᆇࠡӉదแ٤ഓӉࣛ჌ڬแ٤ഓ೑௣□ ௦Ϧďೊெࣣ֗ՇĐࠡ֍/דē̟ఢຏw೓෡ᄆؑூӦxߜϦ܊ ೓෡ᄆֺؑ಴ᄆؑٓแ٤ഓᄗՇԅ·ົંؑࣛӝसఆԅ࿟໻ྻ ġޙۦēᄆؑࠡ֍ܜ჌ Our company authorizes your bank, after transferring this loan amount to our company’s Deposit Account, to transfer all or part of the amount to bank account of the Pay Agent for the Project designated by our company in a way of Entrusted Payment by the Lender based on the following List of Entrusted Payment, in a total of:

೓෡ᄆؑூӦ ලۦંົ ᆇࠡဈා ܜ༝ۜ ؑࣛఐ୙ ࠡ֍ ೌࣛఆ੠ы ೌࣛ࿟໻ ೌࣛఆ჌

List of Entrusted Payment

No. Paymen Amou Name of Receiving Account Applicati ProjectC t Date nt Payee Bank of Payee on ontract

౨೭೓෡ᄆؑࣛົԅᄆؑྦྷ࡬ͧࣳġďၽҮඡໟ഻·ඔࣛಃைೠඔ߬ԅْᄆћ ໿ำߑԅ੠ыĐd The above-mentioned Entrusted Payment shall be made in accordance with: Շԅ௦Ϧඔࣛ஍ඔඨߑēωயڟලۦแ٤ഓၽҮಒੜēแ٤ഓྸਁᆠӞࣛ ໻ԅඔࣛēแ٤ڬюแ٤ഓճٲดၟಹߑd౨೭ඔࣛߜۥලົຏร֟ಓఉۦ؞ ഓѕӤဎҮСಓԅႯ๠d Our company hereby represents that: our company has met all the conditions precedent to drawdown specified in the Facility Contact, and there is no breach under this Contract. The above-mentioned withdrawal shall constitute the withdrawal by our company from your bank, and our company shall undertake the debt arising from such withdrawal. ලᅥဈჃĐۦ࠙ࣛఆġ ď٤Ⴣݧ Borrower: ೑௣ஆᆓఆ ġ ďஆᆓĐ Authorized representative: ఐ୙ġ Date: